NextBoat names Ross Tannenbaum CEO at $240K salary
The agreement links future incentive compensation to Adjusted EBITDA thresholds and a $5.00 share-price measure sustained over 60 consecutive trading days.
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Rhea-AI Filing Summary
NextBoat Inc. (NXB) appointed Ross Tannenbaum chief executive officer effective September 28, 2026, after specified conditions were satisfied. Brian S. John resigned as CEO and remains a director; his resignation was not due to disagreement over company operations, policies or practices. The employment agreement has an initial four-year term, with automatic one-year renewals unless either party gives 90 days’ written notice. Tannenbaum’s initial annual salary is $240,000, rising to $400,000 after the initial year. The Board determines a discretionary 2026 bonus; beginning fiscal 2027, the agreement provides a $100,000 bonus on breakeven Adjusted EBITDA plus a percentage of full Adjusted EBITDA based on the level achieved.
After NYSE American authorized the listing of the underlying shares, NextBoat granted inducement options outside its 2025 Equity Incentive Plan, each with a $1.96 exercise price and ten-year term. The awards comprise 1,000,000 time-vesting options (200,000 vest immediately and 800,000 in 48 equal monthly installments over four years), 1,000,000 performance options vesting in four 250,000-share tranches at specified Adjusted EBITDA levels, and 500,000 options vesting if the common stock’s volume-weighted average price reaches $5.00 or more over 60 consecutive trading days.
Filing Explained
Granted options could dilute existing holders if exercised, while the employment agreement adds severance payments and vesting upon specified departures.
Tannenbaum assumed the CEO role on
For termination without Cause, company non-renewal, or resignation for Good Reason, the agreement provides 12 months of base-salary continuation, a prorated bonus based on actual results, 12 months of additional vesting on time-vesting options, and 12 months of COBRA premiums, subject to a release. A qualifying termination within 12 months after a Change in Control provides a lump sum equal to 1.5 times base salary plus target bonus, accelerated equity vesting, and 18 months of COBRA premiums.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
volume-weighted average price financial
employment inducement exception regulatory
Change in Control technical
Section 280G best-net cutback regulatory
COBRA regulatory
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
Prior to Mr. Ross Tannenbaum’s appointment as Chief Executive Officer, Mr. Brian S. John tendered his resignation as Chief Executive Officer of NextBoat Inc. (the “Company”), contingent upon the Board of Director’s appointment of a successor and that successor’s formal assumption of the office. On September 25, 2026, the Board of Directors (the “Board”) approved the appointment of Mr. Tannenbaum as Chief Executive Officer, effective upon the satisfaction of specified conditions. Those conditions were satisfied, and Mr. Tannenbaum assumed the office of Chief Executive Officer on September 28, 2026 (the “Transition Effective Time”). At the Transition Effective Time, Mr. John’s resignation became effective in accordance with Section 7.08 of the Company’s bylaws, which provides that a resignation takes effect at the time specified therein without the need for acceptance by the Board. Mr. John did not resign from the Board and continues to serve as a director of the Company. Mr. John’s resignation as Chief Executive Officer did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief Executive Officer
Mr. Tannenbaum, age 64, served in various senior executive roles with Fanatics, Inc., a leading global retailer of licensed sports merchandise and apparel, through 2019, including as President of Retail and Collectibles through 2018, and thereafter in a strategic business development role. Mr. Tannenbaum joined Fanatics following its 2012 acquisition of Dreams, Inc., a publicly traded sports licensed products and memorabilia company for which Mr. Tannenbaum served as President and Chief Executive Officer. Since leaving Fanatics in 2019, Mr. Tannenbaum has pursued various entrepreneurial and investment activities, including as an owner and operator of businesses in the marine services, outdoor lighting, consumer electronics, hospitality, and marina industries. Mr. Tannenbaum has not served as a director of any public company during the past five years.
There is no arrangement or understanding between Mr. Tannenbaum and any other person pursuant to which he was selected as Chief Executive Officer. Mr. Tannenbaum has no family relationship with any director or executive officer of the Company. Mr. Tannenbaum owns interests in the businesses identified on Exhibit A to the Executive Employment Agreement dated as of September 28, 2026 (the “Tannenbaum Employment Agreement”), including Supreme Marine Services, Supreme Outdoor Lighting, Palm Beach Electronics, Ocean Treasure Suites, Courtyard Villas, and Marina-by-the-Sea. Transactions between the Company and any such entity are subject to approval by the disinterested directors of the Board and disclosure under Item 404(a) of Regulation S-K pursuant to the Company’s related person transaction policy. As of the date of this report, the Company has not entered into any transaction, and there are no currently proposed transactions, with Mr. Tannenbaum or any entity identified on Exhibit A in which the amount involved exceeds $120,000 and in which Mr. Tannenbaum had or will have a direct or indirect material interest.
Compensation Arrangements with Mr. Tannenbaum
In connection with his appointment, the Company and Mr. Tannenbaum entered into an Executive Employment Agreement dated as of September 28, 2026. The Tannenbaum Employment Agreement provides for:
Term. An initial term of four years, with automatic one-year renewals thereafter unless either party gives 90 days’ written notice of non-renewal. Non-renewal by the Company constitutes a termination without Cause.
Base Salary. An initial annual base salary of $240,000, increasing to $400,000 following the initial year of the Employment Term, with annual review by the Compensation Committee thereafter.
Annual Bonus. For fiscal year 2026, a discretionary bonus determined by the Board. Beginning with fiscal year 2027, an annual bonus of $100,000 on achievement of breakeven Adjusted EBITDA, plus a percentage of the full amount of Adjusted EBITDA, determined by the level achieved (2.5% at $1,000,000 to $3,000,000; 4% above $3,000,000 to $6,000,000; and 6% above $6,000,000).
Equity Awards. The following inducement awards were approved by a majority of the Company’s independent directors and, on September 28, 2026, following receipt of NYSE American authorization of the listing of the underlying shares, were granted outside the Company’s First Amended and Restated 2025 Equity Incentive Plan in reliance on the employment inducement exception under Section 711(a) of the NYSE American Company Guide, each at an exercise price of $1.96 per share, the closing price of the Company’s common stock on the date of grant:
(i) Time Vesting Options to acquire 1,000,000 shares of common stock at an exercise price equal to the closing price on the date of grant, of which 200,000 shares vest immediately as an inducement award in lieu of a cash signing bonus and 800,000 shares vest in 48 equal monthly installments over four years, with a ten-year term;
(ii) Performance Options to acquire 1,000,000 shares of common stock at an exercise price equal to the closing price on the date of grant, vesting in four tranches of 250,000 shares upon the Company achieving specified levels of consolidated Adjusted EBITDA (breakeven; $1,500,000; $3,000,000; and $5,000,000) in any single fiscal year during the Employment Term, with a ten-year term; and
(iii) $5.00 Options to acquire 500,000 shares of common stock at an exercise price equal to the closing price on the date of grant, vesting in full upon the Company’s common stock achieving a volume-weighted average price of $5.00 or greater over 60 consecutive trading days, with a ten-year term.
All equity awards vest in full upon a Change in Control (with the $5.00 Options vesting only if per share consideration is $5.00 or greater). Acceleration does not apply in a transaction with a holder of more than 30% of the Company’s voting power, or with Mr. Tannenbaum or his affiliates, if the awards are assumed or substituted with equivalent awards. On any termination, the vested portion of each option remains exercisable for 60 months, subject to the original ten-year term. Unvested options are forfeited.
Severance. On termination without Cause, non-renewal by the Company, or resignation for Good Reason: 12 months of base salary continuation, a prorated Annual Bonus based on actual results for the fiscal year of termination, 12 months of additional vesting on Time Vesting Options, retention of vested Performance Options and $5.00 Options (with limited post-termination vesting rights), and 12 months of COBRA premium payments, subject to execution of a general release. On a qualifying termination within 12 months following a Change in Control: a lump sum equal to 1.5 times the sum of base salary and target bonus, accelerated equity vesting, and 18 months of COBRA premium payments. On termination due to death or Disability: a prorated Annual Bonus for the fiscal year of termination and full vesting of all outstanding equity awards.
Other Terms. The Tannenbaum Employment Agreement also contains confidentiality, 24-month non-competition and non-solicitation covenants, Board nomination rights, D&O indemnification, a Section 280G best-net cutback, and other customary provisions. Mr. Tannenbaum’s principal place of employment is Fort Lauderdale, Florida.
The foregoing description of the Tannenbaum Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Tannenbaum Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Tannenbaum Employment Agreement contemplates the grant of the equity awards described above pursuant to a separate Inducement Non-Qualified Stock Option Agreement (the “Award Agreement”), which sets forth the detailed terms governing the vesting, exercise, change in control treatment, post-termination exercise, and other provisions applicable to the awards. The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by the full text of the Award Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Arrangements with Mr. John
The Company did not enter into any new material plan, contract or arrangement with Mr. John, and no material plan, contract or arrangement with Mr. John was materially amended, in connection with the transition. Mr. John will continue to serve as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On September 29, 2026, the Company issued a press release announcing the CEO transition described under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in any such filing. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 10.1 | Executive Employment Agreement between NextBoat Inc. and Ross Tannenbaum, dated as of September 28, 2026. | |
| 10.2 | Inducement Non-Qualified Stock Option Agreement between NextBoat Inc. and Ross Tannenbaum, dated as of September 28, 2026. | |
| 99.1 | Press Release, dated September 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 29, 2026 | NextBoat Inc. | |
| By: | /s/ Chad Corbin | |
| Name: | Chad Corbin | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NextBoat Appoints Proven Growth Executive Ross Tannenbaum as Chief Executive Officer
Former Fanatics President and Dreams CEO Brings Public Company Leadership and a Record of Building Category-Defining Consumer Businesses
WILMINGTON, NC / ACCESS Newswire / September 29, 2026 / NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”), a vertically integrated, technology-driven marine marketplace and one of the largest buyers and sellers of used boats in the United States, today announced the appointment of Ross Tannenbaum as Chief Executive Officer, effective immediately. Mr. Tannenbaum succeeds Brian John, who will remain on the Board of Directors to support a smooth transition. His appointment marks the beginning of an ambitious new chapter for NextBoat as the Company moves from building its public-company foundation to driving toward profitability, expanding its national reach, and scaling a technology platform designed to transform the marine industry.
“This is a defining moment for NextBoat,” said Jason Ruegg, President of NextBoat. “We have built something truly unique: a public, technology-driven marine platform with the ability to buy, sell, finance, and service boats at national scale. Ross is the leader we believe can unlock the full potential of that platform. Ross has gotten to know our team and our business over the past several weeks, and he shares our focus on disciplined execution, sustainable profitability, and long-term shareholder value. His track record, energy, and ability to scale consumer businesses make him an exceptional fit for where we are going. I could not be more excited about the future of this Company.”
Mr. Tannenbaum brings a rare combination of public-company leadership, entrepreneurial experience, and large-scale retail execution. He served as President and Chief Executive Officer of Dreams, Inc., a publicly traded sports licensed products and memorabilia company, and joined Fanatics, Inc. following its acquisition of Dreams in 2012. At Fanatics, a leading global retailer of licensed sports merchandise and apparel, he went on to serve in several senior executive roles through 2019, including President of Retail and Collectibles through 2018, followed by a strategic business development role. Since leaving Fanatics, Mr. Tannenbaum has continued to build and invest in entrepreneurial ventures.
“NextBoat has the assets, the brands, the technology, and the entrepreneurial culture to become a truly important company in the marine industry,” said Ross Tannenbaum, Chief Executive Officer of NextBoat. “The opportunity is enormous. This is a highly fragmented market, and NextBoat is building an integrated platform capable of making the entire experience faster, smarter, and more efficient for boaters, brokers, dealers, and lenders. Everything I’ve learned through this process only reinforces my conviction that the foundation is here. Now our focus is execution: strengthening the core business, driving profitability, and scaling what works. I am thrilled to lead NextBoat into this next phase.”
In connection with Mr. Tannenbaum’s appointment as Chief Executive Officer, the Compensation Committee of the Company’s Board of Directors approved the grant to Mr. Tannenbaum, effective upon approval by the NYSE American of the listing of the underlying shares, of non-qualified stock options to purchase up to 2,500,000 shares of the Company’s common stock, at an exercise price equal to the closing price of the Company’s common stock on the date of grant. The awards consist of (i) options to purchase 1,000,000 shares, of which 200,000 vest on the date of grant and the remainder vest in 48 equal monthly installments; (ii) options to purchase 1,000,000 shares that vest in four equal tranches upon the Company achieving specified levels of Adjusted EBITDA; and (iii) options to purchase 500,000 shares that vest if the volume-weighted average price of the Company’s common stock is $5.00 or greater over 60 consecutive trading days, in each case subject to Mr. Tannenbaum’s continued employment and to accelerated vesting in specified circumstances. Each option has a term of ten years. The awards are being granted outside of the Company’s 2025 Equity Incentive Plan as an inducement material to Mr. Tannenbaum’s entry into employment with the Company, in reliance on the employment inducement exception under Section 711(a) of the NYSE American Company Guide. The awards are further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.
Mr. Tannenbaum’s appointment signals a new phase of focused execution for NextBoat. With an expanding national footprint, a growing portfolio of marine brands, proprietary technology, and capabilities spanning brokerage, wholesale acquisition, financing, and service, the Company believes it is positioned to build a more connected and efficient marine marketplace while pursuing sustainable growth and long-term value for shareholders.
About NextBoat Inc.
Founded in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, technology-driven marine marketplace transforming how boats are bought, sold, financed, and serviced across the United States. Through proprietary technology, transaction data, financing capabilities, and a growing national acquisition network, the Company operates across boat brokerage, wholesale inventory acquisition, auctions, financing, and marine services. NextBoat’s ecosystem includes Off The Hook Yachts, Autograph Yacht Group, Azure Funding, and proprietary lead-generation platforms. Headquartered in Wilmington, North Carolina, NextBoat is rapidly expanding its national footprint and market share within the $57 billion U.S. marine industry.
Contact
Investor Relations
ir@nextboat.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws regarding NextBoat Inc. (“Company”), including, without limitation, statements regarding the Company’s business strategy, technology platform, market opportunity, planned operations, and expected results and benefits. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative of such terms thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these identifying words.
These forward-looking statements are based on the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond our control. Actual results, performance or achievements, including the timing of events, may differ materially from those expressed or implied by the forward-looking statements as a result of various risks and uncertainties, including those described under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other subsequent filings with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Investors are cautioned that forward-looking statements are not guarantees of future performance, and are cautioned not to place undue reliance on any such forward-looking statements. The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update, revise or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances occurring after the date such statements were made, except as required by applicable law.