Overview 41 Outlook 42 Factors Affecting Our Results of Operations 43 Components of Results of Operations 45 Results of Operations 46 GAAP Reconciliation of Non-GAAP Financial Measures 52 Liquidity and Capital Resources 56 Critical Accounting Policies 59 New Accounting Pronouncements 63 Overview We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive, outboard boats, and premium adventure dayboats. Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing. Our passion for consistent innovation, which has led to proprietary technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities. We design products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key aspect of their lifestyle and provide consumers with a better customer-inspired experience. With performance, quality, value and multi-purpose features, our product portfolio has us well positioned to broaden our addressable market and achieve our goal of increasing our market share in the recreational boating industry. In March 2026, we acquired Saxdor Yachts Oy ("Saxdor"). Saxdor is a leading European designer and manufacturer of premium adventure dayboats. Saxdor has a team of approximately 800 employees with three engineering and manufacturing facilities in Finland and Poland. See "Acquisition of Saxdor" below for more information. We currently sell our boats under nine brands as shown in the table below, and we report our results of operations under four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. In connection with our acquisition of Saxdor we revised our segment reporting during the quarter ended March 31, 2026 to report our results of operations under the following four reportable segments. % of Total Revenues Fiscal Year Ended June 30, Segment Brands 2026 2025 2024 Malibu Malibu 34.2% 38.7% 33.7% Axis Saltwater Fishing Pursuit 31.1% 34.6% 39.5% Maverick Cobia Pathfinder Hewes Cobalt Cobalt 25.5% 26.7% 26.8% Saxdor Saxdor 9.2% —% —% Our Malibu segment participates in the manufacturing, distribution, marketing and sale throughout the world of Malibu and Axis performance sports boats. Our flagship Malibu boats offer our latest innovations in performance, comfort and convenience, and are designed for consumers seeking a premium performance sport boat experience. As of June 30, 2026, we 41 Table of Contents are among the market leaders in the United States in the performance sport boat category through our Malibu and Axis brands. Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features. Retail prices of our Malibu and Axis boats typically range from $80,000 to $300,000. Our Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group family of boats (Maverick, Cobia, Pathfinder and Hewes). Our Pursuit boats include center console, dual console and offshore models. Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet. We are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment. Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,400,000. Our Cobalt segment participates in the manufacturing, distribution, marketing and sale throughout the world of Cobalt boats. Our Cobalt boats consist of mid to large-sized luxury cruisers and bowriders that we believe offer the ultimate experience in comfort, performance and quality. As of June 30, 2026, we are among the market leaders in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand. Retail prices for our Cobalt boats typically range from $75,000 to $625,000. Our Saxdor segment participates in the manufacturing, distribution, marketing and sale throughout the world of Saxdor boats. Our Saxdor boats expand our product offerings into the premium adventure dayboat market, including boats with lengths over 40 feet. Through our acquisition of Saxdor on March 2, 2026, we have expanded our international footprint to 68 countries. Retail prices for our Saxdor boats typically range from $130,000 to $825,000. We sell our boats through a dealer network that we believe is among the strongest in the recreational powerboat industry. As of June 30, 2026, our distribution channel consisted of over 345 dealer locations globally. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage. We had one dealer that represented more than 10% of our consolidated net sales in fiscal years 2026 and 2025. We achieved fiscal year 2026 net sales, net income (loss) and adjusted EBITDA of $914.6 million, $1.7 million and $73.9 million, respectively, compared to $807.6 million, $15.2 million and $74.8 million, respectively, for fiscal year 2025. For the definition of adjusted EBITDA and a reconciliation to net income (loss), see “GAAP Reconciliation of Non-GAAP Financial Measures.” Acquisition of Saxdor On March 2, 2026, we acquired all issued and outstanding shares of the capital stock and option rights of Saxdor pursuant to a Securities Purchase Agreement (the "Purchase Agreement") for a purchase price consisting of (i) €111.6 million or approximately $131.3 million in cash, as adjusted for customary adjustments set forth in the Purchase Agreement, and (ii) 1,523,794 shares of our Class A common stock. The cash consideration was financed through cash on hand and borrowings under our existing credit facility. See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition. The inputs to the aggregate purchase price described above differ from our closing 8-K filed for the Saxdor acquisition. Additionally, we may pay up to a maximum of €71.3 million or $84.2 million in potential earnout payments ("the earnout consideration") to the sellers to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met. The current fair value of potential earnout consideration is €26.2 million, or approximately $29.9 million. The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of earnout consideration to be paid is at our sole discretion. The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period. An amount of €1.5 million or approximately $1.7 million related to post-closing adjustments to the purchase price was recorded during our fourth quarter as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments. See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition. Outlook The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and elevated interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market. In the past year, additional tariffs have also been introduced or proposed, as discussed below, and we are monitoring the 42 Table of Contents impact they may have on cost of production, pricing and demand. Simultaneously, less price sensitive buyers have been purchasing larger, more feature-rich boats with higher average selling prices. Dealer inventories declined during fiscal 2026 as we maintained a disciplined approach to wholesale shipments, and we expect a modest further reduction in dealer inventories in fiscal year 2027. We expect retail demand to remain soft in fiscal 2027 amid continued macroeconomic uncertainty, and we expect promotional activity and dealer incentive costs, including floor plan interest support, to remain elevated relative to historical levels. We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features. We believe our strong brands, new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market positions. Our newest acquisition, Saxdor, is in the early stages of integration into the business and expected synergies have the potential to be realized over the coming years. We believe enhancing manufacturing capabilities combined with diligent management of dealer networks will position Saxdor for continued growth. Our financial results and operations have been, and will continue to be, impacted by events outside of our control, including trade policies and tariffs, inflationary pressures, interest rates, material shortages, weather events, foreign currency fluctuations and global economic uncertainty. The current international trade and regulatory environment is subject to significant ongoing uncertainty. Beginning in calendar year 2025, the U.S. presidential administration has imposed substantial new tariffs affecting a wide range of products and jurisdictions. In response, some countries have implemented, and other countries may implement, countermeasures in response to U.S. tariffs. We estimate that 18-20% of our cost of sales for our brands located in the U.S. are sourced from outside the United States. In addition, following our acquisition of Saxdor, we manufacture boats in Finland and Poland, a portion of which are imported into the United States and are subject to applicable U.S. tariffs on European-origin goods. As a result we have the potential to be materially impacted by tariffs in future periods. We are continuing to monitor the potential long-term impact of tariffs and are taking a proactive approach to mitigating material supply chain risks. We expect to incur material costs in fiscal year 2027 due to new tariff exposure of approximately 1.5% to 3% of cost of sales, which includes Saxdor boats shipped to the U.S. and is assuming current tariff rates. We expect to largely offset these added costs by recent price increases. With the addition of our European operations after our acquisition of Saxdor, we are also more sensitive to fluctuations in foreign currency exchange rates. In the near term, we expect to continue to experience reduced retail consumer demand for our products and a competitive promotional environment. However, we will maintain our disciplined approach to dealer health and leverage our strong balance sheet, and cash generation to continue investing in the business. In July 2026, we entered into an amended and restated credit agreement providing a $250 million revolving credit facility and a $100 million term loan maturing in 2031, which, together with our $70 million share repurchase authorization, provides flexibility to continue investing in growth while returning capital to shareholders. Factors Affecting Our Results of Operations We believe that our results of operations and our growth prospects are affected by a number of factors, which we discuss below. Economic Environment and Consumer Demand Our product sales are impacted by general economic conditions, which affect the demand for our products, the demand for optional features, the availability of credit for our dealers and retail consumers, and overall consumer confidence. Consumer spending, especially purchases of discretionary items, tends to decline during recessionary periods and tends to increase during expansionary periods. While there is still some uncertainty surrounding current macroeconomic conditions, and rising prices to our suppliers, in part due to tariffs and inflationary pressures, we believe we are well positioned strategically in the recreational powerboat market with brands that are among the market leaders in their segments. Inflation has impacted the prices of our materials and our labor costs, which has had a negative impact on our gross margin and our operations. For example, in recent years the market prices of certain materials and components used in manufacturing our products, especially resins that are made with hydrocarbon, feedstocks, copper, aluminum and stainless steel, have increased. Further, new boat buyers often finance their purchases. Efforts to stop or limit inflation have resulted in higher interest rates that translate into an increased cost of boat ownership. We have seen increased interest rates for our customers throughout calendar years 2024 and 2025. In 2026, interest rates improved slightly, but were still considered elevated. Should inflation and interest rates continue at elevated rates, we may experience less retail demand because prospective consumers may 43 Table of Contents choose to forgo or delay their purchases or buy a less expensive or used boat. We intend to minimize the effect of inflation through selective price increases, cost reductions and improved productivity. New Product Development and Innovation Our long-term revenue prospects are based in part on our ability to develop new products and technological enhancements that meet the demands of existing and new consumers. Developing and introducing new boat models and features that deliver improved performance and convenience are essential to leveraging the value of our brands. By introducing new boat models, we are able to appeal to a new and broader range of consumers and focus on underserved or adjacent segments of the broader powerboat category. To keep products fresh and at the forefront of technological innovation in the boating industry, we aim to introduce a number of new boat models per year. We also believe we are able to capture additional value from the sale of each boat through the introduction of new features, which results in increased average selling prices and improved margins. We allocate most of our product development costs to new model and feature designs, usually with a specific consumer base and market in mind. We use industry data to analyze our markets and evaluate revenue potential from each major project we undertake. Our product development cycle, or the time from initial concept to volume production, can be up to two years. As a result, our development costs, which may be significant, may not be offset by corresponding new sales during the same periods. Once new designs and technologies become available to our consumers, we typically realize revenue from these products from one year up to 15 years. We may not, however, realize our revenue expectations from each innovation. We believe our close communication with our consumers, dealers and sponsored athletes regarding their future product desires enhances the efficiency of our product development expenditures. Product Mix We leverage our robust product offering and additional features to enhance our sales growth and gross margins. Our product mix, as it relates to our brands, types of boats and features, not only makes our offerings attractive to consumers but also helps drive higher sales and margins. Historically, we have been able to realize higher sales and margins when we sell larger boats compared to our smaller boats, our premium brands compared to our entry-level brands and our boats that are fully-equipped with optional features. We intend to continue to develop new features and models and maintain an attractive product mix that optimizes sales growth and margins. Ability to Manage Manufacturing Costs, Sales Cycles and Inventory Levels Our results of operations are affected by our ability to manage our manufacturing costs effectively and to respond to changing sales cycles. Our product costs vary based on the costs of supplies and raw materials, as well as labor costs. We have implemented various initiatives to reduce our cost base and improve the efficiency of our manufacturing process. We are continuously monitoring and reviewing our manufacturing processes to identify improvements and create additional efficiencies. Our ability to maintain production is dependent upon our suppliers delivering sufficient amounts of components, raw materials and parts to manufacture our products and on time to meet our production schedules. Historically, we have not entered into long-term agreements with suppliers of our raw materials and components other than for our engines and outboard motors. Any number of factors, including labor disruptions, weather events, the occurrence of a contagious disease or illness, contractual or other disputes, unfavorable economic or industry conditions, delivery delays or other performance problems or financial difficulties or solvency problems, could disrupt our suppliers’ operations and lead to uncertainty in our supply chain or cause supply disruptions for us, which could, in turn, disrupt our operations. Any material disruption of our production schedule caused by an unexpected shortage of components, raw materials or parts could cause us not to be able to meet customer demand, to alter production schedules or suspend production entirely, which could cause a loss of revenues, which could materially and adversely affect our results of operations. We completed the build-out of our Tooling Design Center at our Pursuit facility in Florida in March 2023. The Tooling Design Center is a vertical integration initiative focusing on the tooling needs for our Malibu, Cobalt, Maverick and Pursuit boats. This vertical integration initiative, discussed further below, is part of a multi-year plan to bring our product tooling in-house, which has the potential to help us better control capital expenditures, improve tooling quality, and improve innovation. Dealer Network, Dealer Financing and Incentives We rely on our dealer network to distribute and sell our products. We believe we have developed one of the strongest distribution networks across the recreational boating markets in which we compete. To improve and expand our network and compete effectively for dealers, we regularly monitor and assess the performance of our dealers and evaluate dealer locations and geographic coverage in order to identify potential market opportunities. In March 2026, we expanded our dealer footprint to 44 Table of Contents 68 countries with the acquisition of Saxdor. We intend to continue to add dealers in new territories in the United States as well as internationally, which we believe will result in increased unit sales. Our dealers are exposed to seasonal variations in consumer demand for boats. We address anticipated demand for our products and manage our manufacturing in order to mitigate seasonal variations. We also use our dealer incentive programs to encourage dealers to order in the off-season by providing floor plan financing relief, which typically permits dealers to take delivery of current model year boats between July 1 and April 30 on an interest-free basis for a specified period. We also offer our dealers other incentives, including rebates, seasonal discounts and other allowances. We facilitate floor plan financing programs for many of our dealers by entering into repurchase agreements with certain third-party lenders, which enable our dealers, under certain circumstances, to establish lines of credit with the third-party lenders to purchase inventory. Under these floor plan financing programs, a dealer draws on the floor plan facility upon the purchase of our boats and the lender pays the invoice price of the boats. We will continue to review and refine our dealer incentive offerings and monitor any exposures arising under these arrangements. Vertical Integration We have vertically integrated a number of key components of our manufacturing process, including the manufacturing of our Monsoon engines, boat trailers, towers and tower accessories, machined billet parts, EVA flooring, custom metal fabricated parts, wiring harnesses and most recently, certain tooling for our various brands. We began producing our own engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019. Starting in fiscal year 2024, we began offering Monsoon sterndrive engines to our Cobalt dealers and customers. In the second half of fiscal year 2024, we rolled out our Monsoon engines into Cobalt’s surf boats. We believe our vertical integration initiatives will reduce our reliance on third-party suppliers while reducing the risk that a change in cost or production from any third-party supplier could adversely affect our business. In fiscal year 2022, we began manufacturing our own wiring harnesses in order to reduce the risk of production delays due to delays in receipt of wiring harnesses from third-party suppliers. In March 2023, we launched our Tooling Design Center located on our Pursuit campus. The Tooling Design Center has potential to help us better control capital expenditures, improve tooling quality, and increase volumes. Vertical integration of key components of our boats gives us the ability to increase incremental margin per boat sold by reducing our unit cost and improving the efficiency of our manufacturing process. Additionally, it allows us to have greater control over design, consumer customization options, construction quality, and our supply chain. We continually review our manufacturing process to identify opportunities for additional vertical integration investments across our portfolio of premium brands. Components of Results of Operations Net Sales We generate revenue from the sale of boats to our dealers. The substantial majority of our net sales are derived from the sale of boats, including optional features included at the time of the initial wholesale purchase of the boat. Net sales consists of the following: •Gross sales from: •Boat and trailer sales—consists of sales of boats and trailers to our dealer network. Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats; and •Parts and other sales—consists of sales of replacement and aftermarket boat parts and accessories to our dealer network; and consists of royalty income earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of our intellectual property. •Net sales are net of: •Sales returns—consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program; and •Discounts, rebates and free flooring —consists of discounts, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu, Cobalt and Saltwater Fishing segments, if a domestic dealer meets its quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified discount off invoice for eligible wholesale volume purchased during the period. For our Saxdor segment, discounts are provided to all dealers under a profitability-based model. If a dealer, for any of our 45 Table of Contents brands, meets its quarterly, semi-annual, or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased. For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats may also be entitled to have us pay the interest to floor the boat for a period of time, which incentive we refer to as "free flooring". From time to time, we may extend the flooring program to eligible models beyond the off season period. For more information, see "Item 1. Business - Dealer Management." Cost of Sales Our cost of sales includes all of the costs to manufacture our products, including raw materials, components, supplies, direct labor and factory overhead. For components and accessories manufactured by third-party vendors, such costs represent the amounts invoiced by the vendors. Shipping costs and depreciation expense related to manufacturing equipment and facilities are also included in cost of sales. Warranty costs associated with the repair or replacement of our boats under warranty are also included in cost of sales. Operating Expenses Our operating expenses include selling and marketing, general and administrative costs, amortization costs and impairment costs. Each of these items includes personnel and related expenses, supplies, non-manufacturing overhead, third-party professional fees and various other operating expenses. Further, selling and marketing expenditures include the cost of advertising and various promotional sales incentive programs. General and administrative expenses include, among other things, salaries, benefits and other personnel related expenses for employees engaged in product development, engineering, finance, information technology, human resources and executive management. Other costs include outside legal and accounting fees, investor relations, risk management (insurance) and other administrative costs. General and administrative expenses also include product development expenses associated with our vertical integration initiative and acquisition or integration related expenses. Amortization expenses are associated with the amortization of intangibles. Other expense, Net Other expense, net, consists of interest expense and other income or expense, net. Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income or expense can include adjustments to our tax receivable agreement liability and changes to the fair value of the contingent earnout liability as well as foreign currency translation gain/loss on the contingent earnout liability. Income Taxes Malibu Boats, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC. The LLC is a pass-through entity for federal purposes but incurs income tax in certain state jurisdictions. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income. Saxdor files income tax returns in Finland and Poland. Net Income (Loss) Attributable to Non-controlling Interest As of June 30, 2026 and 2025, we had a 98.6% controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes. Net income (loss) attributable to non-controlling interest represents the portion of net income (loss) attributable to the non-controlling LLC members. Results of Operations The table below sets forth our consolidated results of operations, expressed in thousands (except unit volume and net sales per unit) and as a percentage of net sales, for the periods presented. Our consolidated financial results for these periods are not necessarily indicative of the consolidated financial results that we will achieve in future periods. Certain totals in the table below will not sum to exactly 100% due to rounding. 46 Table of Contents Fiscal Year Ended June 30, 2026 2025 2024 $ % Revenue $ % Revenue $ % Revenue Net sales 914,590 100.0 % 807,561 100.0 % 829,035 100.0 % Cost of sales 768,070 84.0 % 663,470 82.2 % 681,940 82.3 % Gross profit 146,520 16.0 % 144,091 17.8 % 147,095 17.7 % Operating expenses: Selling and marketing 27,480 3.0 % 23,071 2.9 % 22,784 2.7 % General and administrative 105,136 11.5 % 92,460 11.4 % 76,323 9.2 % Goodwill and other intangible asset impairment — — % — — % 88,389 10.7 % Abandonment of construction in process — — % — — % 8,735 1.1 % Amortization 10,805 1.2 % 6,799 0.8 % 6,811 0.8 % Operating income (loss) 3,099 0.3 % 21,761 2.7 % (55,947) (6.7) % Other expense (income), net: Other income, net (2,907) (0.3) % (385) — % (4) — % Interest expense 3,559 0.4 % 1,883 0.2 % 1,842 0.2 % Other expense, net 652 0.1 % 1,498 0.2 % 1,838 0.2 % Income (loss) before provision (benefit) for income taxes 2,447 0.3 % 20,263 2.5 % (57,785) (7.0) % Provision (benefit) for income taxes 740 0.1 % 5,023 0.6 % (1,342) (0.2) % Net income (loss) 1,707 0.2 % 15,240 1.9 % (56,443) (6.8) % Net income (loss) attributable to non-controlling interest 54 — % 361 — % (531) (0.1) % Net income (loss) attributable to Malibu Boats, Inc. 1,653 0.2 % 14,879 1.8 % (55,912) (6.7) % Fiscal Year Ended June 30, 2026 2025 2024 Unit Volumes % Total Unit Volumes % Total Unit Volumes % Total Volume by Segment Malibu 2,150 43.5 % 2,223 45.4 % 2,181 40.5 % Saltwater Fishing 1,213 24.5 % 1,266 25.8 % 1,633 30.3 % Cobalt 1,335 27.0 % 1,409 28.8 % 1,571 29.2 % Saxdor 246 5.0 % — — % — — % Total Units 4,944 4,898 5,385 Net sales per unit $ 184,990 $ 164,876 $ 153,953 47 Table of Contents Comparison of the Fiscal Year Ended June 30, 2026 to the Fiscal Year Ended June 30, 2025 Net Sales Net sales for fiscal year 2026 increased $107.0 million, or 13.3%, to $914.6 million, compared to fiscal year 2025. The increase in net sales was driven primarily by $84.3 million of revenue from the new Saxdor segment due to the recent acquisition, a favorable model mix across all three existing segments and year-over-year price increases, partially offset by decreased unit volumes across all three existing segments resulting primarily from lower wholesale shipments. Unit volume for fiscal year 2026 increased 46 units, or 0.9%, to 4,944 units compared to fiscal year 2025. Our unit volume increased primarily due to an additional 246 units contributed by Saxdor, partially offset by lower wholesale shipments across all three existing segments driven by lower retail activity. Net sales attributable to our Malibu segment increased $0.21 million, or 0.07%, to $312.9 million for fiscal year 2026 compared to fiscal year 2025. Unit volumes attributable to our Malibu segment decreased 73 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period. The increase in net sales was primarily driven by a favorable model mix and year-over-year price increases, partially offset by a decrease in units. Net sales attributable to our Saltwater Fishing segment increased $4.4 million, or 1.6%, to $284.0 million for fiscal year 2026 compared to fiscal year 2025. Unit volumes decreased 53 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period. The increase in net sales was driven by a favorable model mix and year-over-year price increases, partially offset by a decrease in units. Net sales attributable to our Cobalt segment increased $18.1 million, or 8.4%, to $233.4 million for fiscal year 2026 compared to fiscal year 2025. Unit volumes attributable to Cobalt decreased 74 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity and our dealers' desire to hold less inventory. The increase in net sales was driven primarily by a favorable model mix and year-over-year price increases, partially offset by a decrease in units. Since our acquisition on March 2, 2026, net sales and unit volume attributable to our Saxdor segment were $84.3 million and 246 units, respectively for the year ended June 30, 2026. Overall consolidated net sales per unit increased 12.2% to $184,990 per unit for fiscal year 2026 compared to fiscal year 2025. Net sales per unit for our Malibu segment increased 3.5% to $145,538 per unit for fiscal year 2026 compared to fiscal year 2025, driven by a favorable model mix and year-over-year price increases, partially offset by increased dealer incentive costs per unit. Net sales per unit for our Saltwater Fishing segment increased 6.0% to $234,135 per unit for fiscal year 2026 compared to fiscal year 2025, driven by a favorable model mix and year-over-year price increases, partially offset by increased dealer incentive costs per unit. Net sales per unit for our Cobalt segment increased 14.4% to $174,812 per unit for fiscal year 2026 compared to fiscal year 2025, driven by favorable model mix and year-over-year price increases. Since our acquisition on March 2, 2026, net sales per unit for our Saxdor segment was $342,695. Cost of Sales Cost of sales for fiscal year 2026 increased $104.6 million, or 15.8%, to $768.1 million compared to fiscal year 2025. The increase in cost of sales was primarily driven by cost of sales from the new Saxdor segment due to the recent acquisition and higher per unit material and labor costs for the Malibu, Saltwater Fishing, and Cobalt segments. In the Malibu segment, per unit material and labor costs increased by $10.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures. In the Saltwater Fishing segment, per unit material and labor costs increased $16.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures. In the Cobalt segment, per unit material and labor costs increased $21.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures. Gross Profit Gross profit for fiscal year 2026 increased $2.4 million, or 1.7%, compared to fiscal year 2025. The increase in gross profit was driven primarily by higher net sales, partially offset by increased cost of sales for the reasons noted above. Gross margin for fiscal year 2026 decreased 180 basis points from 17.8% to 16.0% driven primarily by higher per unit material and labor costs. 48 Table of Contents Operating Expenses General and administrative expense for fiscal year 2026 increased $12.7 million, or 13.7%, to $105.1 million compared to fiscal year 2025. The increase in general and administrative expenses was primarily driven by acquisition related expenses incurred due to the Saxdor acquisition, an incremental increase due to the new Saxdor segment and increases in incentive pay and salaries, partially offset by a $3.5 million legal settlement in fiscal year 2025 along with decreased legal fees. As a percentage of sales, general and administrative expenses increased 10 basis points to 11.5% for fiscal year 2026 compared to 11.4% for fiscal year 2025. Selling and marketing expense for fiscal year 2026 increased $4.4 million, or 19.1% to $27.5 million compared to fiscal year 2025. The increase was driven primarily by higher personnel-related expenses and marketing events and an incremental increase due to the new Saxdor segment. As a percentage of sales, selling and marketing expense increased 10 basis points to 3.0% for fiscal year 2026 compared to 2.9% for fiscal year 2025. Amortization expense for fiscal year 2026 increased $4.0 million to $10.8 million due to the additional intangibles acquired from the Saxdor acquisition. Other Expense, Net Other expense, net for fiscal year 2026 decreased by $0.8 million, or 56.5% to $0.7 million as compared to fiscal year 2025. The decrease in other expense was due to other income from the reduction in the fair value of the contingent earnout liability as well as a gain in foreign currency translation related to the contingent earnout liability and other income from an adjustment in our tax receivable agreement liability mainly due to decreased blended federal and state tax rates used as a result of OB3 tax reform changes, and in turn, a decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners. This decrease of other expense was partially offset by increased interest expense of $1.7 million because of additional borrowings in the current year under our revolving credit facility to partially finance the purchase price for the Saxdor acquisition. Provision (benefit) for income taxes Our provision (benefit) for income taxes for fiscal year 2026 decreased $4.3 million, or 85.3% to $0.7 million compared to fiscal year 2025. This decrease was primarily driven by lower pre-tax earnings and corresponding state taxes, as well as Saxdor tax provision benefits. For fiscal year 2026, our effective tax rate of 30.2% was increased by shortfall expense generated by certain stock-based compensation, certain federal tax code limitations, the impact of the change in tax law enacted (in accordance with OB3) through remeasurement of our deferred tax assets, U.S. state taxes, and foreign rate differentials. These increases were partially offset by Saxdor provision benefits, including transfer tax payments, U.S. research tax credits, and the impact of non-controlling interests in the LLC. For fiscal year 2025, our effective tax rate of 24.8% was increased by a shortfall expense generated by certain stock-based compensation, certain federal tax code limitations, and the impact of U.S. state taxes. These increases were partially offset by research tax credits. Non-controlling interest Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive (loss) income is computed by multiplying pre-tax income (loss) for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us. For fiscal years 2026 and 2025, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.4% and 1.6%, respectively. Comparison of the Fiscal Year Ended June 30, 2025 to the Fiscal Year Ended June 30, 2024 Net Sales Net sales for fiscal year 2025 decreased $21.5 million, or 2.6%, to $807.6 million, compared to fiscal year 2024. The decrease in net sales was driven primarily by decreased unit volumes in the Saltwater Fishing and Cobalt segments resulting primarily from decreased wholesale shipments and an unfavorable segment mix, partially offset by increased unit volumes in the Malibu segment, favorable model mix across all segments and inflation-driven year-over-year price increases. Unit volume for fiscal year 2025 decreased 487 units, or 9.0%, to 4,898 units compared to fiscal year 2024. Our unit volume decreased primarily due to lower wholesale shipments in the Saltwater Fishing and Cobalt segments, partially offset by increased wholesale shipments to the Malibu segment. The decrease in overall wholesale shipments were driven by lower retail activity and our dealers' desire to hold less inventory. Net sales attributable to our Malibu segment increased $33.6 million, or 12.0%, to $312.7 million for fiscal year 2025 compared to fiscal year 2024. Unit volumes attributable to our Malibu segment increased 42 units for fiscal year 2025 compared to fiscal year 2024, primarily due to lower wholesale shipments during fiscal year 2024, as a result of elevated dealer inventory levels. The increase in net sales was primarily driven by an increase in units, a favorable model mix and inflation-driven year-over-year price increases. 49 Table of Contents Net sales attributable to our Saltwater Fishing segment decreased $47.9 million, or 14.6%, to $279.6 million for fiscal year 2025 compared to fiscal year 2024, primarily due to lower wholesale shipments driven by lower retail activity and our dealers' desire to hold less inventory. Unit volumes decreased 367 units for fiscal year 2025 compared to fiscal year 2024. The decrease in net sales was driven by a decrease in units and increased promotional costs, partially offset by a favorable model mix and inflation-driven year-over-year price increases. Net sales attributable to our Cobalt segment decreased $7.1 million, or 3.2%, to $215.2 million for fiscal year 2025 compared to fiscal year 2024. Unit volumes attributable to Cobalt decreased 162 units for fiscal year 2025 compared to fiscal year 2024, primarily due to lower wholesale shipments driven by lower retail activity and our dealers' desire to hold less inventory. The decrease in net sales was driven primarily by a decrease in units, partially offset by a favorable model mix and inflation-driven year-over-year price increases. Overall consolidated net sales per unit increased 7.1% to $164,876 per unit for fiscal year 2025 compared to fiscal year 2024. Net sales per unit for our Malibu segment increased 9.9% to $140,665 per unit for fiscal year 2025 compared to fiscal year 2024, driven by a favorable model mix and inflation-driven year-over-year price increases. Net sales per unit for our Saltwater Fishing segment increased 10.1% to $220,881 per unit for fiscal year 2025 compared to fiscal year 2024, driven by a favorable model mix and inflation-driven year-over-year price increases, partially offset by increased promotional costs. Net sales per unit for our Cobalt segment increased 7.9% to $152,752 per unit for fiscal year 2025 compared to fiscal year 2024, driven by favorable model mix and inflation-driven year-over-year price increases. Cost of Sales Cost of sales for fiscal year 2025 decreased $18.5 million, or 2.7%, to $663.5 million compared to fiscal year 2024. The decrease in cost of sales was primarily driven by a 9.0% decrease in volumes, partially offset by higher per unit material and labor costs, increased warranty expense partially due to a model mix with a higher average selling price, and increased depreciation expense. In the Malibu segment, per unit material costs increased by $11.4 million driven by a more expensive model mix that corresponded with higher net sales per unit, and inflationary pressures, partially offset by a decrease in per unit labor costs of $2.9 million due to higher unit volumes. In the Saltwater Fishing segment, per unit material and labor costs increased $17.6 million driven by a more expensive model mix, that corresponded with higher net sales per unit, fixed-cost deleveraging due to lower volumes and inflationary pressures. In the Cobalt segment, per unit material and labor costs increased $14.9 million driven by a more expensive model mix, fixed-cost deleveraging due to lower volumes and inflationary pressures. Gross Profit Gross profit for fiscal year 2025 decreased $3.0 million, or 2.0%, compared to fiscal year 2024. The decrease in gross profit was driven primarily by lower net sales, partially offset by decreased cost of sales for the reasons noted above. Gross margin for fiscal year 2025 increased from 17.7% to 17.8%. Operating Expenses Total operating expenses for fiscal year 2025 decreased by $80.7 million, or 39.8%, from fiscal year 2024, primarily due to $88.4 million in impairment charges related to Maverick Boat Group in fiscal year 2024, partially offset by a $16.1 million increase in general and administrative expenses. In fiscal year 2024, we recognized a goodwill impairment charge of $49.2 million and an impairment charge to trade names of $39.2 million, both related to Maverick Boat Group. We did not recognize any impairment charges in fiscal year 2025. General and administrative expense for fiscal year 2025 increased $16.1 million, or 21.1%, to $92.5 million compared to fiscal year 2024. The increase in general and administrative expenses was primarily driven by a $3.5 million legal settlement along with other related legal fees and increases in stock-based compensation expense, incentive pay and salaries. As a percentage of sales, general and administrative expenses increased 220 basis points to 11.4% for fiscal year 2025 compared to 9.2% for fiscal year 2024. Selling and marketing expense for fiscal year 2025 increased $0.3 million, or 1.3% to $23.1 million compared to fiscal year 2024. The increase was driven primarily by an increase in compensation and travel. As a percentage of sales, selling and marketing expense increased 20 basis points to 2.9% for fiscal year 2025 compared to 2.7% for fiscal year 2024. Amortization expense for fiscal year 2025 remained flat at $6.8 million. Other Expense, Net Other expense, net for fiscal year 2025 decreased by $0.3 million, or 18.5% to $1.5 million as compared to fiscal year 2024. Our net interest expense increased by $0.04 million during fiscal year 2025 compared to fiscal year 2024. 50 Table of Contents Provision (benefit) for income taxes Our provision (benefit) for income taxes for fiscal year 2025 increased $6.4 million, or 474.3% to $5.0 million compared to fiscal year 2024. This increase was primarily driven by higher pre-tax earnings, offset by impairment charges related to our Maverick Boat Group reporting unit in prior year. For fiscal year 2025, our effective tax rate of 24.8% was increased by a shortfall expense generated by certain stock-based compensation, certain federal tax code limitations, and the impact of U.S. state taxes. These increases were partially offset by research tax credits. For fiscal year 2024, our effective tax rate of 2.3% was reduced by the impairment charges related to our Maverick Boat Group reporting unit. Non-controlling interest Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive (loss) income is computed by multiplying pre-tax income (loss) for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us. For fiscal years 2025 and 2024, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.6% and 1.9%, respectively. 51 Table of Contents GAAP Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are used by management as well as by investors, commercial bankers, industry analysts and other users of our financial statements. We define adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation, amortization, goodwill and other intangible asset impairment expense and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability. We define adjusted EBITDA margin as adjusted EBITDA divided by net sales. Adjusted EBITDA and adjusted EBITDA margin are not measures of net income (loss) as determined by GAAP. Management believes adjusted EBITDA and adjusted EBITDA margin allow investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. Management uses adjusted EBITDA to assist in highlighting trends in our operating results without regard to our financing methods, capital structure and non-recurring or non-operating expenses. We exclude the items listed above from net income (loss) in arriving at adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, the methods by which assets were acquired and other factors. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets. Our presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies. The following table sets forth a reconciliation of net income (loss) as determined in accordance with GAAP to adjusted EBITDA and presentation of net income (loss) margin and adjusted EBITDA margin for the periods indicated (dollars in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Net income (loss) $ 1,707 $ 15,240 $ (56,443) Provision (benefit) for income taxes 740 5,023 (1,342) Interest expense 3,559 1,883 1,842 Depreciation 33,147 31,794 26,178 Amortization 10,805 6,799 6,811 Goodwill and other intangible asset impairment 1 — — 88,389 Abandonment of construction in process 2 — — 8,735 Litigation settlement 3 — 3,500 — Acquisition related step-up inventory amortization 4 3,128 — — Acquisition and integration related expenses 5 14,773 — — Adjustment to earnout liability 6 (2,449) — — Professional fees 7 3,952 4,962 3,096 Stock-based compensation expense 8 5,603 5,916 4,935 Adjustment to tax receivable agreement liability9 (1,029) (347) 36 Adjusted EBITDA $ 73,936 $ 74,770 $ 82,237 Net Sales $ 914,590 $ 807,561 $ 829,035 Net Income (Loss) Margin 10 0.2 % 1.9 % (6.8) % Adjusted EBITDA Margin 10 8.1 % 9.3 % 9.9 % 52 Table of Contents (1) Represents impairment of goodwill and trade names related to our Maverick Boat Group reporting unit in the amounts of $49.2 million and $39.2 million, respectively. (2) We recorded a non-cash charge of $8.7 million in fiscal year 2024 associated with the abandonment of the ERP project. The abandonment pertains to long-lived assets including software and other capitalized costs specifically tied to the project and is captured in the Abandonment of construction in process of our Consolidated Statements of Operations and Comprehensive (Loss) Income. (3) Represents the amount paid pursuant to a settlement agreement with the Chapter 11 trustee (the "Trustee") for Tommy's Fort Worth LLC and its affiliate debtors. (4) Acquisition related step-up inventory amortization represents the amortization of the fair value step-up in Saxdor's inventories resulting from the acquisition of Saxdor, which is recorded within Cost of goods sold. See Note 4 — Acquisition for additional information. (5) Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026. (6) Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026. See Note 4 — Acquisition for additional information. (7) For fiscal year 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch. For fiscal year 2024, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to Batchelder matters. (8) Represents equity-based incentives awarded to employees under our long-term incentive plans. (9) For fiscal year 2026, we recognized other income from an adjustment in our tax receivable agreement liability mainly due to decreased blended federal and state tax rate used in computing our future tax obligations used as a result of tax reform changes in H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OB3") and in turn, a $1.0 million decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners. For fiscal year 2025, we recognized other income from an adjustment in our tax receivable agreement liability mainly due to a decrease in the state tax rate used in computing our future tax obligations and in turn, a decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners. For fiscal year 2024, we recognized other expense from an adjustment in our tax receivable agreement liability due to an increase in the state tax rate used in computing our future tax obligations and in turn, an increase in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners. (10) We calculate net income (loss) margin as net income (loss) divided by net sales and we define adjusted EBITDA margin as adjusted EBITDA divided by net sales. 53 Table of Contents Adjusted Net Income Per Share Adjusted net income per share is a non-GAAP financial measure that is used and disclosed by management in order to give management and its investors and analysts a more accurate picture of our underlying earnings performance. Adjusted net income per share, excludes items that management does not believe are indicative of our core operating performance. We define adjusted net income per share as net income (loss) attributable to Malibu Boats, Inc. per share, excluding income tax expense (benefit), before goodwill and other intangible asset impairment expense and non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, acquisition related amortization, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate. We exclude the items listed above from net income (loss) per share in arriving at adjusted net income per share because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, the methods by which assets were acquired and other factors. Adjusted net income per share has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) per share as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded are significant components in understanding and assessing a company’s financial performance. Our presentation of adjusted net income per share should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computation of this measure may not be comparable to other similarly titled measures of other companies. The following table sets forth a reconciliation of net income (loss) per share attributable to Malibu Boats, Inc. as determined in accordance with GAAP to adjusted net income per share for the periods indicated (dollars in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Net income (loss) attributable to Malibu Boats, Inc. $ 1,653 $ 14,879 $ (55,912) Provision (benefit) for income taxes 740 5,023 (1,342) Goodwill and other intangible asset impairment 1 — — 88,389 Abandonment of construction in process 2 — — 8,735 Litigation settlement 3 — 3,500 — Acquisition related amortization 4 10,653 6,653 6,672 Acquisition related step-up inventory amortization 5 3,128 — — Acquisition and integration related expenses 6 14,773 — — Adjustment to earnout liability 7 (2,449) — — Professional fees 8 3,952 4,962 3,096 Stock-based compensation expense 9 5,603 5,916 4,935 Adjusted income before taxes 38,053 40,933 54,573 Income tax expense on adjusted income before income taxes 10 8,638 10,029 13,370 Adjusted net income $ 29,415 $ 30,904 $ 41,203 Basic weighted-average shares outstanding 19,304,771 19,664,337 20,439,449 54 Table of Contents Fiscal Year Ended June 30, 2026 2025 2024 Net income (loss) attributable to Malibu Boats, Inc. $ 0.09 $ 0.76 $ (2.74) Provision (benefit) for income taxes 0.04 0.26 (0.07) Goodwill and other intangible asset impairment 1 — — 4.32 Abandonment of construction in process 2 — — 0.43 Litigation settlement 3 — 0.18 — Acquisition related amortization 4 0.55 0.34 0.33 Acquisition related step-up inventory amortization 5 0.16 — — Acquisition and integration related expenses 6 0.77 — — Adjustment to earnout liability 7 (0.13) — — Professional fees 8 0.20 0.25 0.15 Stock-based compensation expense 9 0.29 0.30 0.24 Adjusted income before taxes 1.97 2.09 2.66 Income tax expense on adjusted income before income taxes 10 0.45 0.51 0.65 Adjusted net income $ 1.52 $ 1.58 $ 2.01 (1) Represents impairment of goodwill and trade names related to our Maverick Boat Group reporting unit in the amounts of $49.2 million and $39.2 million, respectively. (2) We recorded a non-cash charge of $8.7 million in fiscal year 2024 associated with the abandonment of the ERP project. The abandonment pertains to long-lived assets including software and other capitalized costs specifically tied to the project and is captured in the Abandonment of construction in process of our Consolidated Statements of Operations and Comprehensive (Loss) Income. (3) Represents the amount paid pursuant to a settlement agreement with the Chapter 11 trustee (the "Trustee") for Tommy's Fort Worth LLC and its affiliate debtors. (4) Represents amortization of intangibles acquired in connection with the acquisitions of Maverick Boat Group, Pursuit, Cobalt, and Saxdor. (5) Acquisition related step-up inventory amortization represents the amortization of the fair value step-up in Saxdor's inventories resulting from the acquisition of Saxdor, which is recorded within Cost of goods sold. See Note 4 — Acquisition for additional information. (6) Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026. (7) Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026. See Note 4 — Acquisition for additional information. (8) For fiscal year 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch. For fiscal year 2024, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to Batchelder matters. (9) Represents equity-based incentives awarded to employees under our long-term incentive plans. (10) Reflects income tax expense at an estimated normalized annual effective income tax rate of 22.7% for fiscal year 2026, and 24.5% of income before taxes for fiscal year 2025, and 2024. The estimated normalized annual effective income tax rate for fiscal years 2026, 2025, and 2024 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived intangible income deduction, and foreign income taxes attributable to our international subsidiaries. 55 Table of Contents Liquidity and Capital Resources Overview and Primary Sources of Cash Our primary uses of cash have been for funding working capital and capital investments, repayments under our debt arrangements, acquisitions, cash distributions to members of the LLC, cash payments under our tax receivable agreement and stock repurchases under our stock repurchase program. For both the short-term and the long-term, our sources of cash to meet these needs have primarily been operating cash flows, borrowings under our revolving credit facility and short and long-term debt financings from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our revolving credit facility will be sufficient to finance our operating activities for at least the next twelve months and beyond. Material Cash Requirements Our typical uses of cash are for capital expenditures, debt service obligations, payments under our tax receivables agreement, our lease obligations, and return of capital to our stockholders, which has typically been accomplished through our stock repurchase programs. In addition, we borrowed $140 million under our revolving credit facility in March 2026 to partially fund our purchase of Saxdor. Our acquisition of Saxdor also provides for up to €71.3 million or $84.2 million in potential earnout payments (the “earnout consideration”) to the sellers during the calendar years 2027, 2028 and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets. The earnout consideration may be paid in the form of cash, Common Stock or a combination thereof. The form of earnout consideration to be paid is at our sole discretion. Capital Expenditures. During fiscal year 2026 and 2025, we incurred approximately $24.7 million and $27.9 million in capital expenditures, respectively, primarily for investments in new models, capacity enhancements and vertical integration initiatives. Principal and Interest Payments. Our Third Amended and Restated Credit Agreement (the “Third A&R Credit Agreement”) provides us with a revolving credit facility in an aggregate principal amount of up to $350.0 million. As of June 30, 2026, we had $165.0 million outstanding borrowings under our revolving credit facility and $1.8 million in outstanding letters of credit with $183.2 million available for borrowing. That revolving credit facility was set to mature on July 8, 2027. On July 10, 2026, we entered into the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") providing up to $250.0 million and a term loan facility in an aggregate principal amount of up to $100.0 million, each with a maturity date of July 10, 2031. See below under "Revolving Credit Facility" for additional information regarding our Fourth Amended and Restated Credit Agreement, including the interest rate applicable to any borrowing under such facilities. Assuming no additional repayments or borrowings on our term loan or revolving credit facility after July 10, 2026, our expected cash interest payments, including accrued interest outstanding at July 10, 2026, would be approximately $8.2 million within the next 12 months based on the weighted average interest rate at July 10, 2026 of 4.95%. Tax Receivable Agreement. We entered into a tax receivable agreement with our pre-IPO owners at the time of our initial public offering. Under the tax receivables agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings. We estimate that approximately $0.1 million will be due under the tax receivable agreement within the next 12 months. In accordance with the tax receivable agreement, the next payment is anticipated to occur approximately 75 days after filing the federal tax return which is due by April 15, 2027. 56 Table of Contents Operating Lease Obligations. Lease commitments consist principally of leases for our manufacturing facilities. For fiscal year 2027, our expected operating lease payments will be $5.6 million and our total committed lease payments are $13.0 million as of June 30, 2026. Additional information regarding our operating leases is available in Note 12, Leases, of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Purchase Obligations. In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2027. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if canceled. As of June 30, 2026, we had purchase orders in the amount of $84.8 million due within the next 12 months. Return of Capital/Stock Repurchase Program. In June 2025, our Board of Directors authorized the 2026 Repurchase Program to allow for the repurchase of up to $50.0 million of our Class A Common Stock and the LLC’s LLC Units for the period from July 1, 2025 to June 30, 2026. On December 18, 2025, our Board of Directors authorized an increase to the Company's existing 2026 Repurchase Program, raising the authorized amount from $50.0 million to $70.0 million. During the fiscal year ended June 30, 2026, we repurchased 1,243,996 shares of Class A Common Stock for $33.9 million in cash including related fees and expenses under the 2026 Repurchase Program. On June 23, 2026, our Board of Directors authorized the 2027 Repurchase Program to allow for the repurchase of up to $70.0 million of our Class A Common Stock for the period from July 1, 2026 to June 30, 2027. Our 2027 Share Repurchase Program does not obligate us to repurchase a minimum amount of shares. Under the program, shares of Class A Common Stock may be repurchased from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors. To date, we have returned capital to our stockholders through the repurchase of our stock and have not declared any dividends. Insurance Litigation related to Batchelder matters During fiscal year 2024, we had a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with the settlement of all Batchelder-related product liability matters. We maintain liability insurance applicable to the Batchelder-related matters with coverage up to $26.0 million. As of June 30, 2025 and June 30, 2026, we had received approximately $21.0 million in insurance coverage proceeds, subject in certain cases to reservation of rights by the insurance carriers. We contend that the insurance carriers are responsible for the entirety of the $100.0 million settlement amount and related expenses, and therefore the insurers’ payments to date are well below what they should have tendered to Boats LLC. Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently and in bad faith, to settle covered claims within their available policy limits prior to trial. On April 8, 2024, the Court dismissed Starr, noting that only Chubb had the contractual right and duty to settle the Batchelder matters prior to trial. The Court subsequently granted the Company's motion for partial summary judgment, which precludes Chubb from apportioning liability to Starr. Chubb filed a notice of appeal on September 26, 2024, with respect to the dismissal of Starr and the order granting partial summary judgment against Chubb. On March 12, 2026, the Georgia Court of Appeals denied both aspects of Chubb's appeal. On April 14, 2026, Chubb filed a petition for a writ of certiorari with the Georgia Supreme Court. We intend to vigorously pursue our claims against the insurance carriers to recover the full $100.0 million settlement amount and expenses (less any monies already tendered without reservation by the carriers). However, the Company cannot predict the outcome of such litigation. Potential earnout Payments for Saxdor Acquisition Under the Purchase Agreement for the Saxdor acquisition, the Sellers can receive a maximum of €71.3 million or $84.2 million in potential earnout consideration to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met. The current fair value of potential earnout consideration is €26.2 million, or approximately $29.9 million. The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of earnout consideration to be paid is at our sole discretion. 57 Table of Contents The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period. An amount of €1.5 million or approximately $1.7 million related to post-closing adjustments to the purchase price was recorded during our fourth quarter as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments. See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition. Our future capital requirements beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are more uncertain as a result of inflation, changing interest rates and volatile fuel prices. Our liquidity needs during this uncertain time will depend on multiple factors, including our ability to continue operations and production of boats, the performance of our dealers and suppliers, potential strategic acquisitions, the impact of the general economy on our dealers, suppliers and retail customers, the availability of sufficient amounts of financing, and our operating performance. The following table summarizes the cash flows from operating, investing and financing activities (dollars in thousands): Fiscal Year Ended June 30, 2026 2025 2024 Total cash provided by (used in): Operating activities $ 67,509 $ 56,506 $ 55,558 Investing activities (142,616) (27,374) (75,842) Financing activities 111,681 (18,820) (31,695) Impact of currency exchange rates on cash balances 843 (255) (13) Increase (decrease) in cash $ 37,417 $ 10,057 $ (51,992) Cash Flows From Operating Activities Net cash provided by operating activities was $67.5 million for fiscal year 2026, compared to $56.5 million for the same period in 2025, an increase of $11.0 million. The increase in cash provided by operating activities primarily resulted from a net increase in operating assets and liabilities of $24.6 million, partially offset by a decrease of $13.6 million in net income (after consideration of non-cash items included in net income (loss), primarily related to depreciation, amortization, deferred tax assets and non-cash compensation). Net cash provided by operating activities was $56.5 million for fiscal year 2025, compared to $55.6 million for the same period in 2024, an increase of $0.9 million. The increase in cash provided by operating activities primarily resulted from a net increase in operating assets and liabilities of $12.2 million. Cash Flows From Investing Activities Net cash used in investing activities was $142.6 million for fiscal year 2026 compared to $27.4 million for the same period in 2025, an increase of cash used in investing activities of $115.3 million. The increase in cash used in investing activities was primarily driven by cash paid for the acquisition of Saxdor compared to the same period in 2025. Net cash used in investing activities was $27.4 million for fiscal year 2025 compared to $75.8 million for the same period in 2024, a decrease of cash used in investing activities of $48.4 million. The decrease in cash used in investing activities was primarily related to decreased capital expenditures in fiscal year 2025. We experienced higher capital expenditures in fiscal year 2024 primarily related to the completion of our Roane County, Tennessee facility. Cash Flows From Financing Activities Net cash provided by financing activities was $111.7 million for fiscal year 2026 compared to net cash used in financing activities of $18.8 million for fiscal year 2025, an increase of $130.5 million. During fiscal year 2026, we borrowed $147.0 million, net of repayments, under our revolving credit facility to partially fund the acquisition of Saxdor, which was partially offset by our repurchases of $33.9 million of our Class A Common Stock under our current stock repurchase program. Net cash used in financing activities was $18.8 million for fiscal year 2025 compared to net cash used in financing activities of $31.7 million for fiscal year 2024, a decrease of $12.9 million cash used. During fiscal year 2025, we borrowed $18.0 million, net of repayments, under our revolving credit facility, compared to no borrowings, net of repayments during fiscal year 2024. We repurchased $36.0 million of our Class A Common Stock under our stock repurchase program in fiscal year 2025 compared to repurchases of $29.3 million in fiscal year 2024. 58 Table of Contents Credit Facility Our indirect subsidiary, Malibu Boats, LLC, or the Borrower, has an outstanding term loan of $100.0 million and a $250.0 million revolving credit facility, each with a maturity date of July 10, 2031, governed by the Credit Agreement. Malibu Boats, LLC has the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to the sum of $100.0 million plus such additional amounts so long as the consolidated leverage ratio as of the most recent date for which financial statements have been delivered does not exceed 2.50:1.00, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. Upon the closing of the Credit Agreement on July 10, 2026, Malibu Boats, LLC borrowed the full $100.0 million under the term loan facility and used the net proceeds to repay amounts outstanding under its revolving facility governed by the prior credit agreement. Malibu Boats, LLC had $65.0 million outstanding under the revolving credit facility after such repayment. Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Borrower’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month Term SOFR plus 1% (the “Base Rate”), (ii) SOFR, (iii) alternative currency term rate, or (iv) alternative currency daily rate, in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings, alternative currency term rate loans, and alternative currency daily rate loans, and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin is based upon the consolidated leverage ratio of the LLC and its subsidiaries. The Borrower is required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio. Malibu Boats, Inc. was not a party to the prior credit agreement and is not a party to the Credit Agreement. As with the prior credit agreement, the obligations of the Borrower under the Credit Agreement are guaranteed by its parent, the LLC, and, subject to certain exceptions, the present and future subsidiaries of the Borrower, and all such obligations are secured by substantially all of the assets of the LLC, the Borrower and such subsidiary guarantors. The Credit Agreement contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default or pending or threatened litigation. The Credit Agreement also requires compliance with certain customary financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain customary restrictive covenants, among others, regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets (including material intellectual property), transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation, in each case, subject to customary exceptions. The Credit Agreement also contains customary events of default. If an event of default has occurred and continues beyond any applicable cure period, the Administrative Agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing. Repurchase Commitments Our dealers have arrangements with certain finance companies to provide secured floor plan financing for the purchase of our boats. These arrangements indirectly provide liquidity to us by financing dealer purchases of our products, thereby minimizing the use of our working capital in the form of accounts receivable. A majority of our sales are financed under similar arrangements, pursuant to which we receive payment within a few days of shipment of the product. In most cases, we have agreed to repurchase products repossessed by the finance companies if a dealer defaults on its debt obligations to a finance company and the boat is returned to us, subject to certain limitations. Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. During fiscal year 2025, we repurchased 22 units under our repurchase agreements, including 19 boats that were related to the bankruptcy with Tommy's Boats totaling $2.5 million. For fiscal year 2026, we did not repurchase any boats under our repurchase agreements. An adverse change in retail sales could require us to repurchase repossessed units upon an event of default by any of our dealers, subject to the annual limitation. Refer to Note 18 to the audited consolidated financial statements included elsewhere in this Annual Report for further information on repurchase commitments. Critical Accounting Policies and Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and cash flows, and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, warranty claims, goodwill, intangible assets and long lived assets other than intangible assets. We base our estimates on historical experience and on various other assumptions that 59 Table of Contents we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. We believe that of our significant accounting policies, which are described in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report, the accounting policies listed below involve a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to understand and evaluate fully our financial condition and results of operations. Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied; this occurs when control of promised goods (boats, parts, or other) is transferred to the customer. For all our brands, with the exception of Saxdor, this occurs when the product is shipped from our location. Saxdor recognizes revenue when the boat is delivered to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We generally manufacture products based on specific orders from dealers and often ship completed products only after receiving credit approval from financial institutions. The amount of consideration we receive and revenue we recognize varies with changes in marketing incentives and rebates we offer to our dealers and their customers. Dealers generally have no rights to return unsold boats. From time to time, however, we may accept returns in limited circumstances and at our discretion under our warranty policy, which generally limits returns to instances of manufacturing defects. We may be obligated, in the event of default by a dealer, to accept returns of unsold boats under our repurchase commitment to floor plan financing providers, who are able to obtain such boats through foreclosure. We accrue returns when a repurchase and return, due to the default of one of our dealers, is determined to be probable and the return is reasonably estimable. Historically, product returns resulting from repurchases made under the floor plan financing program have not been material and the returned boats have been subsequently resold above their cost. Our financial exposure is limited to the difference between the amount paid to the finance companies and the amount received on the resale of the repossessed product. Refer to Note 10 and Note 18 related to our product warranty and repurchase commitment obligations, respectively. Revenue from boat part sales is recorded as the product is shipped from our location for all of our brands. Revenue associated with sales of materials, parts, boats or engine products sold under our exclusive manufacturing and distribution agreement with our Australian subsidiary are eliminated in consolidation. Revenue associated with sales to the independent representative responsible for international sales is recognized in accordance with free on board shipping point terms, the point at which the risks of ownership and loss pass to the representative. A fixed percentage discount is earned by the independent representative at the time of shipment to the representative as a reduction in the price of the boat and is recorded in our consolidated statements of operations and comprehensive (loss) income as a reduction in sales. We earn royalties on boats shipped with our proprietary wake surfing technology under licensing agreements with various marine manufacturers. Royalty income is recognized when products are used or sold with our patented technology by these other boat manufacturers and industry suppliers. The usage of our technology satisfies the performance obligation in the contract. Product Warranties Our standard warranties require us or our dealers to repair or replace defective products during the warranty period at no cost to the consumer. We estimate warranty costs we expect to incur and record a liability for such costs at the time the product revenue is recognized. We utilize historical claims trends and analytical tools to develop the estimate of our warranty obligation on a per boat basis, by brand and warranty year. Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. We assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary. Beginning with model year 2016, we increased the term of our limited warranty for Malibu brand boats from three years to five years and for Axis brand boats from two years to five years. Beginning in model year 2018, we increased the term of our bow-to-stern warranty for Cobalt brand boats from three years to five years. Future warranty claims may differ from our estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods. A hypothetical change of a 10% increase or decrease to our estimate of the warranty liability as of June 30, 2026 would have affected net income for the fiscal year ended June 30, 2026 by approximately $4.1 million. Refer to Note 10 to the audited consolidated financial statements included elsewhere in this Annual Report for further information on warranties. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill amounts are not amortized, but rather are evaluated for 60 Table of Contents potential impairment on an annual basis, as of June 30, in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. Under the guidance, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment indicates the possibility of impairment, the income approach to test for goodwill impairment would be used. Under the income approach, our management calculates the fair value of its reporting units based on the present value of estimated future cash flows. If the fair value of an individual reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then our management determines the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference. For the fiscal years ended June 30, 2026, and June 30, 2025, we performed a qualitative assessment on the reporting units which indicated that the fair value of our reporting units more likely than not exceeded their respective carrying amounts. During the three months ended March 31, 2024, we determined certain indicators of potential impairment existed, warranting an interim impairment assessment of goodwill as of March 31, 2024. These indicators included a decline in the fiscal year 2024 and fiscal year 2025 forecasts, in the outlook for sales and operating performance relative to our business plan and a deterioration in general macroeconomic conditions, including rising interest rates and inflationary pressures on labor and supply costs. As a result of these macroeconomic factors, specifically a decline in the fiscal year 2024 and fiscal year 2025 forecast, we performed a goodwill impairment analysis as of March 31, 2024 consistent with our approach for annual impairment testing, including similar models and inputs. Based on such analysis, we determined that its estimated fair value for the Maverick Boat Group reporting unit was less than its carrying value as of March 31, 2024 and recognized an impairment charge of $49.2 million for the three months ended March 31, 2024. For the fiscal year ended June 30, 2024, we performed a qualitative assessment on the remaining reporting units which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts We did not recognize any goodwill impairment charges in the fiscal years ended June 30, 2026 and 2025. Intangible Assets Intangible assets consist primarily of backlog, dealer relationships, product trade names, legal and contractual rights surrounding a patent and a non-compete agreement. These assets are recorded at their estimated fair values at the acquisition dates using the income approach. Definite-lived intangible assets are being amortized using the straight-line method based on their estimated useful lives ranging from 10 to 20 years, with the exception of backlog related to our Saxdor reporting unit. The backlog has an useful life of 11 months. Backlog is defined as orders taken from customers, but not fulfilled. As such, the estimated useful life is based on the historical order to cash cycle at Saxdor. The estimated useful lives of dealer relationships consider the average length of dealer relationships at the time of acquisition, historical rates of dealer attrition and retention, the Company’s history of renewal and extension of dealer relationships, as well as competitive and economic factors resulting in a range of useful lives. The estimated useful lives of the Company’s trade names are based on a number of factors including the competitive environment. The estimated useful lives of legal and contractual rights are estimated based on the benefits that the patent provides for its remaining terms unless competitive, technological obsolescence or other factors indicate a shorter life. The useful life of the non-compete agreement is based on a ten-year agreement entered into by the Company and former owner of the Licensee as part of the acquisition. In addition, the Company has indefinite-lived intangible assets for acquired trade names. Management, assisted by third-party valuation specialists, determined the estimated fair values of separately identifiable intangible assets at the date of acquisition under the income approach. Significant data and assumptions used in the valuations included cost, market and income comparisons, discount rates, royalty rates and management forecasts. Discount rates for each intangible asset were selected based on judgment of relative risk and approximate rates of returns investors in the subject assets might require. The royalty rates were based on historical and projected sales and profits of products sold and management’s assessment of the intangibles’ importance to the sales and profitability of the product. Management provided forecasts of financial data pertaining to assets, liabilities and income statement balances to be utilized in the valuations. While management believes the assumptions, estimates, appraisal methods and ensuing results are appropriate and represent the best evidence of fair value in the circumstances, modification or use of other assumptions or methods could have yielded different results. The carrying amount of definite-lived intangible assets is reviewed whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable. The carrying value of these assets is compared to the undiscounted future cash flows the assets are expected to generate. If the asset is considered to be impaired, the carrying value is compared to the fair value and this difference is recognized as an impairment loss. Intangible assets not subject to amortization are assessed for impairment at least annually and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of 61 Table of Contents the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. During the Company's interim impairment evaluation of indefinite-lived intangibles, the Company recorded an impairment charge to trade names of $39.2 million for the three months ended March 31, 2024 related to the Maverick Boat Group reporting unit. The impairment was principally a result of a decline, in the fiscal year 2024 and fiscal year 2025 forecast, in the outlook for sales and operating performance relative to our business plan. This charge was included in Goodwill and other intangible asset impairment on the consolidated statements of operations and comprehensive (loss) income. No other intangible asset impairment loss was recorded. There was no impairment loss recognized on intangible assets for the fiscal years ended June 30, 2026 and 2025. Long-Lived Assets Other than Intangible Assets The Company assesses the potential for impairment of its long-lived assets if facts and circumstances, such as declines in sales, earnings, or cash flows or adverse changes in the business climate, suggest that they may be impaired. A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life will also trigger a review for impairment. The Company performs its assessment by comparing the book value of the asset groups to the estimated future undiscounted cash flows associated with the asset groups. If any impairment in the carrying value of its long-lived assets is indicated, the assets would be adjusted to an estimate of fair value. The Company recognized $8.7 million for abandonment of construction in process charges related to the ERP (Enterprise resource planning) project during the year ended June 30, 2024. The charge pertains to long-lived assets including software and other capitalized costs specifically tied to the project and is captured in the abandonment of construction in process line of the Company's Consolidated Statements of Operations and Comprehensive (Loss) Income (see Note 7). There was no impairment loss recognized on long-lived assets for the fiscal years ended June 30, 2026 and 2025. Purchase Price Allocation On March 2, 2026, we acquired all of the outstanding stock of Saxdor and allocated the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Our valuation procedures include consultation with an independent adviser. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to projected future cash flows, dealer attrition and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates and changes could be significant. We expect to finalize these amounts during the first half of fiscal year 2027. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed, as more fully discussed in Note 4. Fair Value of Contingent Consideration (earnout) We account for contingent consideration arrangements assumed in business combinations at fair value. In connection with the Saxdor acquisition, we recorded an earnout consideration with an initial fair value of $32.6 million. The potential earnout consideration has a maximum potential payout of $84.2 million, and is to be paid out to the sellers in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets. The earnout consideration may be paid in the form of cash, common stock or a combination thereof, at our sole discretion, as calculated and determined in accordance with the Purchase Agreement. The earnout consideration is classified as a liability, and changes in its fair value are recognized in earnings through the other expense (income), net financial statement line item. The initial fair value was estimated using a scenario based model as well as a Monte Carlo simulation model. This measurement requires significant judgment regarding projected financial performance over the earnout period and key unobservable inputs, including projected revenue, revenue volatility, and a risk-adjusted discount rate of approximately 18.5% used to adjust the probability-weighted cash flow payments to their present value. Changes in these assumptions could have a significant impact on the determination of fair value. The estimated fair value of the contingent earnout liability decreased by $1.6 million which was recognized as a gain within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal year ended June 30, 2026. See further discussion in Note 4 — Acquisition. 62 Table of Contents New Accounting Pronouncements See "Part II, Item 8. Financial Statements and Supplementary Data—Note 1—Organization, Basis of Presentation, and Summary of Significant Accounting Policies—Recent Accounting Pronouncements.” 63 Table of Contents