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[Form 4] MALIBU BOATS, INC. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Michael J. Connolly, a director of Malibu Boats, Inc. (MBUU), received 621 fully vested stock units as an election to convert his cash quarterly retainer into equity for the quarter ended September 30, 2025. The units were recorded at a transaction price of $32.45 and increase his total reported beneficial ownership to 56,582 shares/units. Of those, 4,918 stock units carry the same deferred-payment vesting terms described below and 46,392 stock units are fully vested and payable upon separation from service or a change in control, or as soon as practicable within 30 days. Units payable on a Payment Event may be distributed in a lump sum within 30 days or in annual installments over 5 or 10 years.

Positive
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  • None.

Insights

TL;DR: Director elected equity in lieu of cash, modestly increasing his stake and aligning interests with shareholders.

The reporting shows a routine director compensation election under the companys policy, where a director elected to take part of his quarterly cash retainer as stock units. The issuance of 621 fully vested units at $32.45 is modest relative to total outstanding shares and primarily serves to further align the directors incentives with shareholders. The filing discloses payment triggers and distribution options, which are standard deferral features that can delay share issuance until separation, change in control, or an elected in-service payment date.

TL;DR: Compensation structure uses vested stock units with deferred payout options; impact on dilution and cash flows is limited and scheduled.

The form details conversion of a cash retainer into 621 stock units, reflecting the directors use of the issuers director compensation policy. The disclosure separates fully vested units payable promptly from units subject to deferred-payment mechanics. The availability of lump-sum or 5- or 10-year installment options provides flexibility for timing payouts but also means potential issuance of shares could occur at different future dates, depending on Payment Events. There is no indication of extraordinary or accelerated grants beyond routine compensation elections.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Connolly Michael

(Last) (First) (Middle)
5075 KIMBERLY WAY

(Street)
LOUDON TN 37774

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MALIBU BOATS, INC. [ MBUU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/01/2025 A(1)(2) 621 A $32.45 56,582(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Pursuant to the Issuer's Directors' Compensation Policy (the "Policy"), directors may elect that their cash annual retainer be converted into either fully vested (i) shares of the Issuer's Class A Common Stock or (ii) rights to receive an award of stock units that will be paid on a deferred basis. In accordance with the reporting person's election, the reporting person was issued 621 stock units for the portion of the annual retainer earned for the quarterly period ended September 30, 2025.
2. The stock units are fully vested and payable in an equivalent number of shares of the Issuer's Class A Common Stock upon the first to occur of (A) the date of the reporting person's separation from service, (B) the occurrence of a change in control under the Issuer's Long-Term Incentive Plan or (C) an in-service distribution date elected by the reporting person (each, a "Payment Event"). The reporting person may elect whether amounts becoming payable shall be paid in a lump-sum within 30 days following the Payment Event, or in annual installments over a period of 5 years or 10 years.
3. Includes 4,918 stock units with vesting terms described in footnote 2 and 46,392 stock units that are fully vested and payable in an equivalent number of shares of the Issuer's Class A Common Stock upon or as soon as practicable, and in all events within 30 days, following the first to occur of (A) the date of the reporting person's separation from service or (B) the occurrence of a change in control under the Issuer's equity incentive plans.
Remarks:
MICHAEL J. CONNOLLY /s/ Brooke Zinter as attorney-in-fact 10/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Malibu Boats

NASDAQ:MBUU

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MBUU Stock Data

477.20M
18.71M
5.01%
111.28%
7.79%
Recreational Vehicles
Ship & Boat Building & Repairing
Link
United States
LOUDON