Planned MasterCraft and Marine Products (MPX) merger to unite leading boat brands

Rhea-AI Filing Summary

MasterCraft Boat Holdings plans to combine with Marine Products Corporation, bringing together brands including MasterCraft, Crest, Balise, Chaparral and Robalo into one more diversified boat manufacturer.

The companies highlight expected benefits such as stronger manufacturing capabilities, enhanced technology and faster new model launches, aiming to serve a broader customer base with a wider range of recreational and sport‑fishing boats. Closing is targeted for the second calendar quarter of 2026, subject to approval by both sets of shareholders and other customary conditions.

Until closing, MasterCraft and Marine Products will continue to operate as separate companies, with no changes to existing MasterCraft supplier contracts or contacts. After closing, Chaparral and Robalo are expected to remain as a separate operating unit with their current leadership teams and employees.

Positive

• Strategic combination to build diversified boat platform: MasterCraft and Marine Products plan to combine, creating a multi-brand recreational and sport‑fishing boat company with enhanced manufacturing, technology and product development capabilities across several well‑known brands.

Negative

• None.

Insights

M&A and capital markets analyst

Planned MasterCraft–Marine Products combination creates a broader multi-brand boat platform.

The communication describes an agreement for MasterCraft to combine with Marine Products, uniting several recreational and sport‑fishing boat brands. Management emphasizes manufacturing scale, product development capabilities and technology as key rationales, alongside diversification across distinct boating categories.

Completion depends on shareholder approvals for both companies and other customary closing conditions, with a target in the second calendar quarter of 2026. Until then, both firms remain independent, with existing MasterCraft supplier contracts and contacts unchanged, and Chaparral and Robalo expected to operate as a separate unit after closing.

For investors, this points to a strategic shift toward a larger, multi-brand marine platform. Actual outcomes will hinge on regulatory and shareholder approvals and on how effectively the combined company executes integration, manufacturing improvements and new product launches over time.

Filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and

deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934, as amended

Filing Person: MasterCraft Boat Holdings, Inc.

Subject Company: Marine Products Corporation (Commision File No.: (001-16263)

Commission File No.: 001-37502

Date of Filing: February 5, 2026

Letter from Chief Executive Officer of MasterCraft Boat Holdings, Inc. to its vendors on February 5, 2026.

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To: MasterCraft Suppliers / Vendors

From: Brad Nelson

Subject: An Exciting New Chapter for MasterCraft

Dear Valued Supplier / Vendor,

Today, we announced that MasterCraft Boat Holdings has entered into an agreement to combine with Marine Products, a leading manufacturer of recreational and sport-fishing powerboats. Together, we will create a more diversified portfolio of leading brands – MasterCraft, Crest, Balise, Chaparral, and Robalo – across four highly attractive and distinct categories. You can read the announcement here.

The combined company will benefit from enhanced manufacturing capabilities and robust technological innovation. With powerful product development and manufacturing platforms, the combined company is expected to deliver differentiated and innovative new products while accelerating new model launches.

This combination also gives us a unique opportunity to serve a broader customer base with a proven and diversified portfolio of best-in-class brands, deepening our relationships with boaters around the world and enhancing their experience.

While this marks an exciting milestone, today’s announcement is just the first step in the integration process with Marine Products. We expect the transaction to close in the second calendar quarter of 2026, subject to approval by both companies’ shareholders and other customary closing conditions. Until then, MasterCraft and Marine Products will operate as separate, independent companies. There will be no changes to existing contracts, your MasterCraft contacts, or the way we work together. At closing, we expect to maintain the Chaparral and Robalo leadership teams, brands and employees as a separate operating unit.

If you have any questions about today’s news, please feel free to reach out to your usual contact. On behalf of our entire team, thank you for your continued support. We look forward to how our partnership, and this combination, will help us continue shaping the boating industry and creating experiences that last a lifetime.

Sincerely,

Brad Nelson

Chief Executive Officer

Forward Looking Statements

This communication includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue” and similar expressions and comparable terminology or the negative thereof.

Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: (i) the anticipated financial performance of the combined company; (ii) the expected synergies and efficiencies to be achieved as a result of the proposed transactions; (iii) expectations regarding the diversification and complementary nature of brand portfolios; (iv) expectations regarding the complementary nature of dealer networks; (v) expectations regarding enhancements to the manufacturing platform and technological innovation; (vi) the financial profile and profitability of the combined company; (vii) expectations regarding cost savings; (viii) expectations regarding the combined company’s employees, vendors, dealers and manufacturing operations; (ix) expectations regarding the realization of benefits of the proposed transactions and the timing associated with realization thereof; and (x) the receipt of all necessary approvals to close the proposed transactions and the timing associated therewith. These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this communication.

Any such forward-looking statements represent estimates as of the date of this communication. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this communication. MasterCraft undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Additional Information and Where to Find It

In connection with the proposed transactions, MasterCraft intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of MasterCraft’s common stock to be issued in the proposed transactions and a joint proxy statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy

Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products may mail to their respective stockholders in connection with the proposed transactions.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or, alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.

Participants in the Solicitation

MasterCraft, Marine Products and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the proposed transactions under the rules of the SEC. Information about MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the amounts of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available here). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

FAQ

What transaction did Marine Products (MPX) announce with MasterCraft?

Marine Products is part of a planned combination with MasterCraft Boat Holdings. The deal would bring MasterCraft, Crest, Balise, Chaparral and Robalo under one diversified boat manufacturing platform, expanding categories from recreational towboats to sport‑fishing and other segments.

When is the MasterCraft and Marine Products merger expected to close?

The companies currently expect the transaction to close in the second calendar quarter of 2026. Completion depends on approvals from both companies’ shareholders and other customary closing conditions, so the actual closing date could vary based on those processes.

How will the MasterCraft–Marine Products deal affect suppliers and vendors?

MasterCraft states there will be no changes to existing contracts, contacts or ways of working with its suppliers until the deal closes. After closing, the combined company expects to leverage stronger manufacturing and product development platforms while maintaining relationships with vendors.

What happens to Chaparral and Robalo after the Marine Products merger?

At closing, MasterCraft expects to keep Chaparral and Robalo as a separate operating unit. The plan is to maintain their leadership teams, brands and employees, preserving those businesses’ identities within the larger combined marine portfolio.

What benefits do MasterCraft and Marine Products expect from combining?

The companies cite enhanced manufacturing capabilities, robust technological innovation and stronger product development as key benefits. They expect to accelerate new model launches, offer more differentiated boats, and serve a broader global customer base with a diversified portfolio of leading marine brands.

What regulatory and shareholder steps are required for the MasterCraft–Marine Products deal?

MasterCraft plans to file a Form S-4 registration statement with the SEC containing a joint proxy statement/prospectus. Both MasterCraft and Marine Products stockholders will vote on the deal, and other customary approvals and conditions must be satisfied before the transaction can close.