MasterCraft (MCFT) Form 4: CFO’s 6.5k RSU Grant, Minimal Dilution

Rhea-AI Filing Summary

MasterCraft Boat Holdings, Inc. (MCFT) – Form 4 filing (07/03/2025): Chief Financial Officer W. Scott Kent reported the receipt of 6,507 Restricted Stock Units (RSUs) on 07/01/2025. Each RSU converts into one share of common stock upon vesting, subject to the executive’s continued employment.

The award is structured to vest in two equal tranches: 3,253 shares on 06/30/2026 and 3,254 shares on 06/30/2027. No exercise price applies because RSUs are granted at zero cost. Following the grant, Mr. Kent directly owns 20,185 common shares and now holds 6,507 unvested RSUs, reinforcing long-term alignment with shareholders.

There was no open-market purchase or sale of common shares disclosed in Table I; the filing strictly reflects a routine equity compensation grant. Given MCFT’s diluted share count of roughly 17 million, this issuance represents less than 0.04 % incremental potential dilution and is therefore immaterial to valuation. Nonetheless, it signals continued retention of a key C-suite executive through at least mid-2027.

Positive

• Long-term incentive alignment: 6,507 RSUs vesting through 2027 tie the CFO’s compensation to share performance.
• Executive retention signal: Multi-year vesting suggests the CFO intends to remain with MCFT, providing management stability.

Negative

• Incremental dilution: Although minor (<0.04 %), new RSUs will add to share count when vested.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU grant to CFO; minimal dilution, positive for retention, neutral for valuation.

The Form 4 shows a standard annual equity award to CFO W. Scott Kent. At 6,507 units, the grant is modest relative to MCFT’s float and therefore immaterial to EPS. Vesting over two years ties the executive to the company during a period when discretionary boat demand may normalize post-pandemic. Because the award is not an open-market purchase, it should not be viewed as an insider ‘buy’ signal; nevertheless, it does enhance incentive alignment and may aid talent retention at a time when management continuity is important for margin recovery initiatives.

Corporate Governance Specialist

TL;DR: Governance-friendly grant cadence; aligns CFO with investors until 2027.

The two-stage vesting schedule encourages sustained performance and limits immediate share overhang. No discretionary acceleration clauses are indicated, suggesting shareholder-friendly terms. The award size is consistent with median peer practices for small-cap consumer discretionary firms, reducing excessive pay risk. Overall impact is neutral financially but modestly positive from a governance standpoint.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kent Walter Scott

(Last) (First) (Middle)

100 CHEROKEE COVE DRIVE

(Street)

VONORE TN 37855

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MasterCraft Boat Holdings, Inc. [ MCFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
Common Stock								20,185	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
Restricted Stock Unit	(1)	07/01/2025		A		6,507		(2)	(2)	Common Stock	0	$0	6,507	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. Subject to the Reporting Person's continued employment through each applicable vesting date, the RSUs will vest in two equal installments on June 30, 2026, and 2027.

	/s/ W. Scott Kent	07/03/2025
	** 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.

FAQ

How many RSUs did MCFT grant to its CFO in July 2025?

6,507 Restricted Stock Units were granted on 07/01/2025.

When do the newly granted MCFT RSUs vest?

They vest 50 % on 06/30/2026 and 50 % on 06/30/2027.

Did the CFO buy or sell MCFT shares in the open market?

No. The Form 4 reflects an equity award only; there were no open-market transactions.

What is the CFO’s total direct share ownership after the filing?

He directly holds 20,185 MCFT common shares, excluding 6,507 unvested RSUs.

Is the RSU grant dilutive to existing MCFT shareholders?

Yes, but minimally; 6,507 shares represent less than 0.04 % of outstanding shares.