Proposed MasterCraft–Marine Products (MPX) deal moves toward stockholder vote

Rhea-AI Filing Summary

MasterCraft Boat Holdings and Marine Products Corporation describe plans for proposed transactions that would create a combined company and outline the legal and voting process their stockholders will follow.

The communication is dominated by forward-looking statements about potential outcomes, such as expected financial performance, cost savings, manufacturing and technology benefits, and the complementary nature of their brands and dealer networks. It stresses that actual results may differ materially due to risks described in each company’s annual and quarterly reports.

The companies explain that MasterCraft intends to file a Form S-4 registration statement with a joint proxy statement/prospectus, which stockholders are urged to read when available before making any voting or investment decisions. They also clarify that this communication is not an offer to sell securities or a solicitation of votes.

Insights

M&A and proxy process analyst

MasterCraft and Marine Products outline a stockholder voting and disclosure path for proposed combination transactions.

MasterCraft Boat Holdings and Marine Products Corporation describe proposed transactions that would result in a combined company. The text emphasizes potential synergies, including financial performance, cost savings, manufacturing enhancements, technological innovation, and complementary brands and dealer networks, but clearly labels these outcomes as forward-looking statements.

The companies direct investors to existing risk factor discussions in each firm’s Form 10-K, Form 10-Q, and Form 8-K filings. This linkage means that expectations for the combined business must be considered alongside disclosed industry, operational, and financial risks. Any ultimate impact will depend on whether the transactions close and how integration proceeds.

The communication explains that MasterCraft intends to file a Form S-4 with a joint proxy statement/prospectus, which will be mailed to stockholders after it becomes definitive. Future SEC filings, including the joint proxy statement/prospectus, will provide the detailed terms that stockholders are asked to consider when casting votes on the proposed transactions.

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

MasterCraft Boat Holdings, Inc. X post on February 5, 2026.

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 proposed transactions are discussed for Marine Products (MPX)?

The communication discusses proposed transactions between MasterCraft Boat Holdings and Marine Products Corporation that would create a combined company. It highlights anticipated benefits like stronger financial performance, cost savings, and complementary brands, dealer networks, and manufacturing capabilities, all described as forward-looking expectations.

What forward-looking expectations do MasterCraft and Marine Products describe?

They discuss forward-looking expectations about the combined company’s financial performance, cost savings, diversification of brand portfolios, complementary dealer networks, enhanced manufacturing and technological innovation, employee and vendor impacts, and the realization and timing of benefits, all subject to significant risks and uncertainties described in prior SEC filings.

What is the Form S-4 registration statement mentioned for MPX?

MasterCraft intends to file a Form S-4 registration statement with the SEC, including a prospectus for MasterCraft shares issued in the proposed transactions and a joint proxy statement/prospectus. This document will provide detailed terms for stockholders of both companies before they vote on the proposals.

Where can Marine Products (MPX) investors get the joint proxy materials?

Investors will be able to obtain the joint proxy statement/prospectus and related documents free of charge from the SEC’s website, from MasterCraft’s investor relations website or email contact, and from Marine Products’ investor relations website or email once those materials are filed and available.

Are MasterCraft and Marine Products soliciting votes with this communication?

The communication explains that certain directors, executive officers and employees of MasterCraft and Marine Products may be deemed participants in proxy solicitations. However, it states this communication itself is not a solicitation of any vote or approval for the proposed transactions or any offer to sell securities.

Is this Marine Products (MPX) communication an offer to sell securities?

No. The communication explicitly states it does not constitute an offer to sell, subscription offer, or solicitation to buy any securities, nor a solicitation of any vote or approval, and that no securities sales will occur where they would be unlawful before proper registration or qualification.