Marine Products (MPX) to combine with MasterCraft in cash-and-stock marine deal

Rhea-AI Filing Summary

MasterCraft Boat Holdings has agreed to combine with Marine Products Corporation in a cash-and-stock transaction, bringing together boat brands including MasterCraft, Crest, Balise, Chaparral and Robalo. The goal is to create a more diversified recreational marine company serving several distinct boating categories.

The CEO’s letter to MasterCraft dealers explains that existing dealer relationships, teams, processes and go-to-market approaches will continue unchanged while the companies remain separate. The combination is expected to close in the second calendar quarter of 2026, subject to shareholder approvals and other customary conditions, after which Chaparral and Robalo are expected to operate as a separate unit within the combined group.

Positive

• Strategic combination to diversify brands and markets: MasterCraft and Marine Products plan a cash-and-stock transaction that would unite MasterCraft, Crest, Balise, Chaparral and Robalo, creating a broader multi-brand recreational marine platform across several boating categories.
• Dealer continuity with potential back-end synergies: The companies emphasize that existing dealer agreements, contacts and go-to-market approaches will remain in place while they seek to share insights, scale investments and apply best practices largely behind the scenes after closing.

Negative

• None.

Insights

M&A and corporate strategy analyst

Marine Products and MasterCraft plan a strategic cash-and-stock combination to build a broader multi-brand boat platform.

The communication outlines an agreement for MasterCraft Boat Holdings to combine with Marine Products Corporation in a cash and stock transaction. The combined company would house multiple brands across wake boats, pontoons and recreational and sport-fishing powerboats, broadening end-market exposure.

Management highlights complementary brands and dealer networks, expecting benefits from shared insights, scaled investments and best-practice sharing while keeping each brand’s dealer relationships and operations largely intact. For dealers, the letter stresses continuity in existing agreements and contacts during the pre-closing period.

The transaction is expected to close in the second calendar quarter of 2026, subject to approvals from both companies’ shareholders and other customary closing conditions. Forward-looking statements emphasize potential synergies, manufacturing and innovation enhancements, and a stronger financial profile, while also reminding investors to review future SEC filings, including the planned Form S-4 and joint proxy statement/prospectus.

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 dealers on February 5, 2026.

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To: MasterCraft Dealers

From: Brad Nelson

Subject: An Exciting New Chapter for MasterCraft

Dear Valued MasterCraft Dealer,

I’m reaching out to share some exciting news about MasterCraft Boat Holding Inc.’s (“MasterCraft”) future. Today, we announced that MasterCraft has entered into an agreement to combine with Marine Products in a cash and stock transaction, creating a more diversified portfolio of proven brands – MasterCraft, Crest, Balise, Chaparral, and Robalo – across four highly attractive and distinct categories. We are confident that this combination of two iconic, market leading American recreational marine businesses will create a new leader positioned to serve more customers, better meet their evolving needs, and enable us to become an even stronger partner to our valued dealers. You can read our announcement here.

You may already be familiar with Marine Products, a leading manufacturer of recreation and sport-fishing powerboats, serving saltwater-fishing enthusiasts through its Robalo brand and recreational boaters through Chaparral. Marine Products shares our commitment to elevating the boating experience by putting quality and innovation at the center of everything it does.

Strengthening Our Dealer Network

Your partnership is foundational to our success, and that will not change as we bring Marine Products’ brands – Chaparral and Robalo – into our portfolio. Our focus remains clear: to continue showing up as a strong, consistent, and reliable partner dedicated to helping our dealers succeed.

You will continue to operate as you do today, supported by the same teams, processes, and go-to-market approach and Marine Products will also continue working together with its existing dealer network.

This partnership will allow us to share insights, scale investments, and apply proven best practices largely behind the scenes – strengthening dealer support while preserving the autonomy and focus of each brand.

Ultimately, this transaction will reinforce our long-term strength and stability, enhancing our ability to invest in innovation, advance new product development, and continue elevating the brands you represent.

What To Expect Moving Forward

While today marks an exciting milestone, this announcement is only the first step in bringing our two companies together. We expect the combination to close in the second calendar quarter of 2026, subject to approval by both MasterCraft and Marine Products shareholders and other customary closing conditions. Until then, we will remain separate, independent companies and continue operating exactly as we do today. In short, there are no changes to your existing agreements, commitments, programs, your company contacts, or how we work together. At closing, we expect to maintain the Chaparral and Robalo leadership teams, brands and employees as a separate operating unit.

Looking ahead, we are committed to ensuring that the process from here to close, and beyond, will be seamless for you. We will keep you informed as we have updates to share.

Please do not hesitate to reach out to your usual contact should you have any questions about today’s news.

On behalf of our entire team, thank you for your continued support. We look forward to building on our partnership as we work to complete this exciting combination.

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) and MasterCraft announce in this communication?

Marine Products and MasterCraft Boat Holdings announced an agreement to combine in a cash-and-stock transaction. The deal would unite brands such as MasterCraft, Crest, Balise, Chaparral and Robalo into a single, more diversified recreational marine company serving multiple boating segments.

How will the Marine Products and MasterCraft combination affect existing MasterCraft dealers?

The letter states MasterCraft dealers will continue operating as they do today, with the same agreements, teams, processes and contacts. Any integration-related changes are described as largely behind the scenes, with a focus on strengthening dealer support while preserving each brand’s autonomy and focus.

When is the Marine Products–MasterCraft combination expected to close?

The companies expect the combination to close in the second calendar quarter of 2026. Closing is subject to approval by both MasterCraft and Marine Products shareholders, as well as other customary closing conditions, so the timing ultimately depends on satisfying these requirements.

What will happen to the Chaparral and Robalo brands after the transaction closes?

At closing, the companies expect to maintain Chaparral and Robalo leadership teams, brands and employees as a separate operating unit. The communication emphasizes preserving brand identity while leveraging shared insights and investments across the broader combined organization to support long-term strength.

Are Marine Products (MPX) and MasterCraft already operating as a single company?

No. The communication explains that until closing, Marine Products and MasterCraft remain separate, independent companies. Dealers are told there will be no changes to existing agreements, programs or day-to-day operations while the transaction is pending and closing conditions have not yet been satisfied.

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

MasterCraft intends to file a Form S-4 registration statement, including a joint proxy statement/prospectus for both companies’ stockholders. The transaction requires approval by MasterCraft and Marine Products shareholders and satisfaction of customary closing conditions, with detailed information to appear in future SEC filings.