STOCK TITAN

MasterCraft holders report 23.2% group stake

MasterCraft Boat Holdings, Inc. (MCFT) is the subject of an amended Schedule 13D in which members of the Rollins family and related entities update their reporting as a group of significant shareholders.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

MasterCraft Boat Holdings, Inc. (MCFT) is the subject of an amended Schedule 13D in which members of the Rollins family and related entities update their reporting as a group of significant shareholders. Acting collectively, the reporting persons state that they beneficially own 5,665,995 shares of MasterCraft common stock, representing 23.2% of the common stock based on estimated post‑merger shares outstanding.

Individually, Gary W. Rollins reports beneficial ownership of 719,895 shares (2.9%), the R. Randall Rollins Voting Trust reports 4,872,466 shares (19.9%), and LOR, Inc. reports 4,792,761 shares (19.6%), with various family trusts and entities holding shares included in these amounts and subject to customary beneficial‑ownership disclaimers. The amendment also states that, following a September 17, 2026 distribution of certain voting securities, the Gary W. Rollins Voting Trust no longer beneficially owns the MasterCraft shares held indirectly through LOR, Inc., Rollins Holding Company, Inc., RFA Management Company, LLC, RCTLOR, LLC or RFT Investment Company, LLC.

Positive

  • None.

Negative

  • None.
Group beneficial ownership 5,665,995 shares (23.2%) Shares of MasterCraft common stock beneficially owned collectively by the reporting persons
Estimated Outstanding Shares 24,435,337 shares Common stock estimated to be issued and outstanding following completion of the Merger
Pre‑merger shares outstanding 16,279,890 shares MasterCraft common stock outstanding as of May 1, 2026
Merger issuance estimate 8,155,447 shares Common stock estimated to be issued upon completion of the Merger
Gary W. Rollins beneficial ownership 719,895 shares (2.9%) MasterCraft common stock reported as beneficially owned by Gary W. Rollins
R. Randall Rollins Voting Trust ownership 4,872,466 shares (19.9%) MasterCraft common stock reported as beneficially owned by the RRR Voting Trust
LOR, Inc. ownership 4,792,761 shares (19.6%) MasterCraft common stock reported as beneficially owned by LOR, Inc.
beneficial ownership financial
"The reporting persons, acting collectively as a group, have beneficial ownership of 5,665,995"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting trust financial
"The R. Randall Rollins Voting Trust U/A dated August 25, 1994 (the "RRR Voting Trust")"
A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.
Rule 13d-3 regulatory
"may be deemed to be acting as a group for purposes of Rule 13d-3 under the"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Rule 13d-1(k) regulatory
"have agreed to file this Amendment jointly as a group pursuant to Rule 13d-1(k)"
Estimated Outstanding Shares financial
"This percentage is calculated based on 24,435,337 shares of Common Stock... (the "Estimated Outstanding Shares")"
dispositive power financial
"by exercising their respective direct or indirect dispositive power and their respective direct or"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Gary W. Rollins’s reported ownership stake in MCFT?

Gary W. Rollins reports beneficial ownership of 719,895 shares of MasterCraft common stock, representing 2.9% of the class, including shares held directly and through various trusts and family-related entities, subject to disclaimers of beneficial ownership beyond his pecuniary interest.

How many MCFT shares does the R. Randall Rollins Voting Trust report owning?

The R. Randall Rollins Voting Trust reports beneficial ownership of 4,872,466 shares of MasterCraft common stock, representing 19.9% of the class, largely through holdings in LOR, Inc. and several related investment entities, with beneficial ownership disclaimed except for pecuniary interest.

What change is disclosed regarding the Gary W. Rollins Voting Trust’s interest in MCFT?

After a September 17, 2026 distribution of certain voting securities of LOR, Inc., Rollins Holding Company, Inc. and RFA Management Company, LLC to its beneficiary, the Gary W. Rollins Voting Trust is stated to no longer be the beneficial owner of the MasterCraft shares held indirectly through those entities and certain LLCs.

On what share count is the reported MCFT ownership percentage based?

The percentages are calculated using 24,435,337 MasterCraft common shares described as Estimated Outstanding Shares, consisting of 16,279,890 shares outstanding as of May 1, 2026 and an estimated 8,155,447 shares to be issued upon completion of a Merger.

Do the reporting persons state they are acting as a group with respect to MCFT shares?

Yes. Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins state they have agreed to act in concert regarding voting and dispositive power over their MasterCraft shares and may be deemed a group under Rule 13d-3, filing jointly under Rule 13d-1(k).

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates





57637H103

(CUSIP Number)
W. Keith Wilkes, Jr.
c/o RFA Management Company, LLC, 1908 Cliff Valley Way N.E.
Atlanta, GA, 30329
(404) 486-4628


Eric Orsic
McDermott Will & Schulte LLP, 444 West Lake Street, Suite 4000
Chicago, IL, 60606
(312) 372-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/17/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes the following shares of Company common stock: (a) 75,923 shares held by WNEG Investments, L.P., a Georgia limited partnership, (Mr. Gary Rollins is the sole member of the sole general partner of WNEG Investments, L.P.); (b) 50,842 shares held by The Gary W. Rollins Revocable Trust, as to which he is the sole trustee; (c) 405,967 shares held by four trusts (the "Rollins Family Trusts") for the benefit of (i) the children and/or more remote descendants and family members of his deceased brother, Mr. R. Randall Rollins, and (ii) a private charitable organization founded by R. Randall Rollins (the trustee of the Rollins Family Trusts is a corporation over which Gary W. Rollins has the ability to assert control within sixty days); and (d) 1,045 shares held by his spouse; and (e) 16,492 shares held directly and indirectly by four trusts befitting the grandchildren and more remote descendants of Gary W. Rollins (Mr. Rollins' wife is a trustee of each such trust; these four trusts, the "1976 GWR Trusts"). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Row 13: This percentage is calculated based on 24,435,337 shares of Common Stock estimated to be issued and outstanding following the completion of the Merger (as described in Item 4 below), which include (i) 16,279,890 shares of Common Stock issued and outstanding as of May 1, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2026, filed with the Securities and Exchange Commission ("SEC") on May 7, 2026 (the "Quarterly Report") and (ii) the Company's estimate of 8,155,447 shares of Common Stock to be issued upon completion of the Merger, as reported in the Company's Rule 424(b)(3) prospectus filed with the SEC on April 2, 2026 (collectively, the "Estimated Outstanding Shares").


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes the following shares of Common Stock: (a) 4,440,070 shares held by LOR, Inc., a Georgia corporation (the R. Randall Rollins Voting Trust U/A dated August 25, 1994 (the "RRR Voting Trust") has a 50% voting interest in LOR, Inc.); (b) 36,386 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (c) 247,190 shares held by RCTLOR, LLC, a Georgia limited liability company, (LOR, Inc. is the manager of RCTLOR, LLC); (d) 69,115 shares held by RFT Investment Company, LLC, of which LOR, Inc. is the manager; and (e) 79,687 shares held by Rollins Holding Company, Inc., a Georgia corporation, (the RRR Voting Trust has a 50% voting interest in Rollins Holding Company, Inc.). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Row 13: This percentage is calculated based on Estimated Outstanding Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes the following shares of Company common stock: (a) 36,386 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (b) 247,190 shares held by RCTLOR, LLC, a Georgia limited liability company, (LOR, Inc. is the manager of RCTLOR, LLC); and (c) 69,115 shares held by RFT Investment Company, LLC, of which LOR, Inc. is the manager. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Row 13: This percentage is calculated based on Estimated Outstanding Shares.


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes 2,881 shares of Common Stock held by six trusts benefitting the grandchildren and more remote descendants of her deceased father, R. Randall Rollins (Ms. Kreisler is a trustee of each such trust; these six trusts, along with five other similar trusts, the "1976 RRR Trusts"). Row 13: This percentage is calculated based on Estimated Outstanding Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes 6,164 shares of Common Stock held by nine of the 1976 RRR Trusts (Ms. Rollins is a trustee of each such trust). Row 13: This percentage is calculated based on Estimated Outstanding Shares.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10, 11, 13: Includes the following shares of Common Stock: (a) 65 shares of Common Stock held by his spouse, (b) 299 shares held of record by a minor child under a Uniform Transfers to Minors Act account, over which he possesses voting and dispositive power as custodian of the account (c) 5,521 shares held by seven of the 1976 RRR Trusts (Mr. Rollins is a trustee of each such trust), and (d) 16,492 shares held directly and indirectly by the 1976 GWR Trusts (Mr. Rollins is a trustee of each such trust). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Row 13: This percentage is calculated based on Estimated Outstanding Shares.


SCHEDULE 13D


Gary W. Rollins
Signature:/s/ Gary W. Rollins
Name/Title:Gary W. Rollins
Date:09/21/2026
R. Randall Rollins Voting Trust U/A dated August 25, 1994
Signature:/s/ Amy R. Kreisler
Name/Title:Amy R. Kreisler, as Co-Trustee of the R. Randall Rollins Voting Trust U/A dated August 25, 1994
Date:09/21/2026
Signature:/s/ Pamela R. Rollins
Name/Title:Pamela R. Rollins, as Co-Trustee of the R. Randall Rollins Voting Trust U/A dated August 25, 1994
Date:09/21/2026
Signature:/s/ Timothy C. Rollins
Name/Title:Timothy C. Rollins, as Co-Trustee of the R. Randall Rollins Voting Trust U/A dated August 25, 1994
Date:09/21/2026
LOR, Inc.
Signature:/s/ Wesley N. Slagle
Name/Title:Wesley N. Slagle, as Secretary of LOR, Inc.
Date:09/21/2026
Gary W. Rollins Voting Trust U/A dated September 14, 1994
Signature:/s/ Gary W. Rollins
Name/Title:Gary W. Rollins, as Co-Trustee of the Gary W. Rollins Voting Trust U/A dated September 14, 1994
Date:09/21/2026
Signature:/s/ Amy R. Kreisler
Name/Title:Amy R. Kreisler, as Co-Trustee of the Gary W. Rollins Voting Trust U/A dated September 14, 1994
Date:09/21/2026
Signature:/s/ Pamela R. Rollins
Name/Title:Pamela R. Rollins, as Co-Trustee of the Gary W. Rollins Voting Trust U/A dated September 14, 1994
Date:09/21/2026
Signature:/s/ Timothy C. Rollins
Name/Title:Timothy C. Rollins, as Co-Trustee of the Gary W. Rollins Voting Trust U/A dated September 14, 1994
Date:09/21/2026
Amy R. Kreisler
Signature:/s/ Amy R. Kreisler
Name/Title:Amy R. Kreisler
Date:09/21/2026
Pamela R. Rollins
Signature:/s/ Pamela R. Rollins
Name/Title:Pamela R. Rollins
Date:09/21/2026
Timothy C. Rollins
Signature:/s/ Timothy C. Rollins
Name/Title:Timothy C. Rollins
Date:09/21/2026

Keep reading