NextBoat Inc. SEC Filings

NextBoat Inc. director Hadley Zebulon Zachary reports initial beneficial ownership of 40,000 shares of Common Stock, held indirectly through Zeb National Coatings, Inc., a corporation wholly owned by him.

The shares were acquired on October 31, 2025 in connection with a distribution by OTH Florida Acquisition Corp.

NextBoat Inc. reported a change in its board of directors. Michael Kosloske resigned as a director effective 5:00 p.m. Eastern Time on July 17, 2026, and his resignation was stated not to result from any disagreement regarding operations, policies, or practices.

On July 23, 2026, the board, acting by unanimous written consent, appointed Zebulon Z. Hadley, IV, age 44, to fill the resulting vacancy, serving until the next annual meeting and until a successor is elected and qualified. Hadley is President and Chief Executive Officer of National Coatings, Inc. and has prior entrepreneurial experience and community board service. He has been named Chair of the Compensation Committee, has no disclosed related-party interests or family relationships with company insiders, and will receive the standard non-employee director compensation.

NextBoat Inc. provided a business update highlighting record second-quarter 2026 performance. The company reported record transaction closings and quarterly sales, driven in part by a new landmark partnership under which MarineMax became its preferred wholesale partner for pre-owned boats and yachts and Newcoast became a preferred finance and insurance partner.

Based on preliminary results, management stated it expects to be at or near profitability for the second quarter after a first-quarter loss tied to public-company transition costs. Preliminary internal data indicate transaction volume grew approximately 120% year-over-year, the transaction closing team was tripled, and the overall organization grew about 42% year-over-year. NextBoat also highlighted progress at acquired businesses, including APEX achieving profitability and Bellhart reducing legacy inventory, and emphasized continued investment in proprietary automation, a new Broker Hiring Portal and a centralized Business Development Center. Detailed second-quarter results are expected on August 14, 2026.

NextBoat Inc. entered a five-year Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc. to collaborate on pre-owned vessel transactions, financing, insurance and related services using the NextBoat AI platform. MarineMax will route a significant share of its trade-in and pre-owned inventory through the platform to NextBoat’s nationwide wholesale buyer network.

As additional consideration, NextBoat agreed to issue MarineMax warrants to purchase up to 1,250,000 shares of common stock at exercise prices ranging from $3.25 to $7.00 per share, subject to vesting terms. The agreement can be terminated by either party with 90 days’ written notice. MarineMax, which generates over $2.3 billion in annual revenue across 120 locations, is expected to drive higher transaction volume and potential recurring financing and insurance revenue on the platform.

NextBoat Inc. filed an amended report to add detailed financial statements and pro forma information for its acquisition of Apex Marine LLC and related entities. Apex generated $29.9 million in 2025 net revenue but recorded a net loss of $2.33 million and negative operating cash flow, leading the auditor to highlight substantial doubt about Apex’s ability to continue as a going concern.

At December 31, 2025, Apex reported total assets of $19.5 million and total liabilities of $14.7 million, including significant floor plan financing. For the three months ended March 31, 2026, Apex’s net revenues were $6.40 million with a net loss of $0.90 million, and total assets increased to $20.7 million.

NextBoat Inc. reported that its Autograph Yacht Group division completed the sale of a 2009 Abeking & Rasmussen 60-meter superyacht, last asking $45,000,000, described as the largest brokerage transaction in the Company’s history. Fewer than 20 superyachts of similar scale sell worldwide each year, placing this deal in a rare tier of the market.

Management highlights the transaction as evidence that Autograph Yacht Group now competes at the top end of the global luxury brokerage market and is expanding the caliber of clients it serves, including ultra-high-net-worth buyers and sellers. The Company links this milestone to its strategy of recruiting world-class brokers to increase revenue per transaction and broaden its addressable market upward.

NextBoat Inc. entered into a Master Loan Agreement providing inventory financing and received an initial $2.0 million loan to fund pre-owned boat purchases. The loans carry 15.0% simple annual interest and typically mature within 180 days, or on sale of the financed boat.

The Borrowers can extend a loan once for 90 days with a 2% extension premium, plus a 1% origination fee and a 5% profit participation on gross profit from each boat sale. The obligations are full-recourse and unsecured, with NextBoat and its subsidiary jointly and severally liable.

President and controlling shareholder Jason Ruegg, together with Ruegg Capital Group, provided a personal guaranty and pledged Company shares with at least $5.0 million collateral value, making this a related-party transaction, which he entered into without receiving consideration.

NextBoat Inc. reported the results of its annual meeting of stockholders held on June 24, 2026. As of the May 4, 2026 record date, 24,355,000 shares of common stock were outstanding and entitled to vote, and 17,799,178 shares were represented, constituting a quorum.

Stockholders elected seven directors to one-year terms ending at the 2027 annual meeting. Each nominee received over 16.9 million votes in favor, with no votes against and modest abstentions plus broker non-votes.

Stockholders also ratified M&K CPAS PLLC as independent registered public accounting firm for the year ending December 31, 2026, with 17,738,132 votes for, 35,516 against and 25,530 abstentions. In addition, they approved the First Amended and Restated 2025 Equity Incentive Plan, which received 16,286,014 votes for, 743,753 against, 36,060 abstentions and 733,351 broker non-votes.

NextBoat Inc. filed a current report describing early integration results following its May 1, 2026 acquisition of Apex Marine Companies. Within the first 60 days, the company integrated all APEX boat inventory into the NextBoat platform and shifted most pre-owned inventory to its Miami location to centralize operations and improve inventory visibility.

The APEX sales team has sold 15 vessels across multiple categories since the acquisition, with additional June transactions completed or pending. NextBoat is expanding service yard space, expected to be finished by the end of June, and has closed its Haulover location after identifying about $90,000 in monthly SG&A cost reductions from consolidation and other efficiencies. Management frames these steps as positioning the business for improved profitability and scalable growth through 2026.