STOCK TITAN

OneWater Marine (NASDAQ: ONEW) Q3 2026 margin gains, lower debt

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OneWater Marine Inc. reported fiscal third quarter 2026 revenue of $530.7 million, down 4.0% from the prior-year quarter, with same-store sales down 2%. New and pre-owned boat revenue declined modestly, while service, parts and other revenue fell 12.8% largely due to the Ocean Bio-Chem divestiture.

Gross profit was $127.5 million versus $128.7 million, but gross margin improved 70 basis points to 24.0% on favorable mix and pricing. Selling, general and administrative expenses declined to $87.2 million, or 16.4% of revenue. Net income increased to $11.7 million, or $0.69 per diluted share, and Adjusted EBITDA rose 15% to $37.8 million.

As of June 30, 2026, cash was $68.7 million and inventory declined to $485.5 million. Long-term debt totaled $348.1 million, with adjusted net debt leverage improving to 3.7x from 5.8x. For fiscal 2026, the company expects revenue of $1.75–$1.80 billion, Adjusted EBITDA of $68–$78 million, and adjusted diluted EPS of $0.35–$0.55.

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Filing Explained

At June 30, total liquidity was $73.3 million, and the company said it reached its below-4.0x leverage target ahead of schedule.

Form 8-K reports specified material events, and on July 30, 2026 the company furnished its fiscal third-quarter results and updated fiscal 2026 outlook. Exhibit 99.1 was furnished under Item 2.02 and is not deemed filed for Section 18 purposes.

At June 30, 2026, reported total liquidity was $73.3 million, including cash and availability under credit facilities. The company also stated that it reached its below-4.0x fiscal 2026 leverage target ahead of schedule, with adjusted net debt leverage of 3.7x.

The filing defines adjusted long-term net debt as long-term debt, including its current portion, less cash; the 3.7x leverage ratio uses that measure against trailing-twelve-month Adjusted EBITDA.

The fiscal 2026 Adjusted EBITDA and adjusted diluted earnings-per-share ranges remain forward-looking, and the company says it has not reconciled them to GAAP because key adjustments are difficult to forecast.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Fiscal Q3 2026 Revenue $530.7 million Revenue for fiscal third quarter 2026, down 4.0% year over year
Gross Margin 24.0% Fiscal third quarter 2026 gross profit margin, up 70 basis points
Net Income $11.7 million Net income for fiscal third quarter 2026
Diluted EPS $0.69 Net earnings per diluted share for fiscal third quarter 2026
Adjusted EBITDA $37.8 million Fiscal third quarter 2026 Adjusted EBITDA, up 15% from $32.8 million
Adjusted Net Debt Leverage 3.7x Adjusted long-term net debt to trailing twelve-month Adjusted EBITDA as of June 30, 2026
Inventory $485.5 million Total inventory as of June 30, 2026
FY 2026 Revenue Guidance $1.75–$1.80 billion Total revenue range expected for fiscal full year 2026
Adjusted EBITDA financial
"Fiscal third quarter 2026 Adjusted EBITDA1 totaled $37.8 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
same-store sales financial
"Same-store sales were down 2%."
Same-store sales measure the revenue generated by stores that have been open for a certain period, typically a year, comparing their sales over different time frames. It helps assess whether a business is growing due to increased customer activity at existing locations rather than new stores. For investors, this figure indicates the health and performance of a company's core operations, independent of expansion efforts.
tax receivable agreement liability financial
"Current portion of tax receivable agreement liability"
A tax receivable agreement liability is the recorded future obligation a company expects to pay under an agreement that shares tax savings generated after a corporate transaction. Think of it like promising to split a refund with a former owner: the company recognizes a future bill on its books that reduces cash available to shareholders and can affect valuation and debt capacity. Investors watch it because it represents a real, sometimes sizable, cash outflow tied to tax benefits realized over time.
floor plan financial
"Interest expense – floor plan"
A floor plan is a short-term financing arrangement used by retailers and dealers to buy and carry inventory, where a lender pays for goods up front and the borrower repays as items are sold. Think of it like a credit line specifically for stock on the showroom floor: it keeps cash free for operations but adds interest and repayment obligations, so investors watch it to assess a company’s liquidity, borrowing costs, and inventory-related risk.
non-GAAP financial measures financial
"This press release and our related earnings call contain certain non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Revenue $530.7 million Decreased 4.0% from $552.9 million in fiscal third quarter 2025
Gross margin 24.0% Increased 70 basis points from the prior-year quarter
Net income $11.7 million Increased from $10.7 million in fiscal third quarter 2025
Adjusted EBITDA $37.8 million Increased 15% from $32.8 million in fiscal third quarter 2025
Guidance

For fiscal full year 2026, the company expects total revenue of $1.75–$1.80 billion, Adjusted EBITDA of $68–$78 million, and adjusted diluted earnings per share of $0.35–$0.55, with industry retail down high-single digits and same-store sales down low- to mid-single digits.

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FAQ

What were OneWater Marine (ONEW)'s fiscal Q3 2026 revenues?

OneWater Marine reported fiscal Q3 2026 revenue of $530.7 million, a 4.0% decrease from $552.9 million a year earlier. Same-store sales declined 2%, with softer trends in several revenue categories.

How profitable was OneWater Marine (ONEW) in fiscal Q3 2026?

OneWater Marine generated net income of $11.7 million, or $0.69 diluted EPS, in fiscal Q3 2026. Adjusted EBITDA was $37.8 million, up 15% from $32.8 million in the prior-year quarter, reflecting margin expansion and lower SG&A.

How did OneWater Marine (ONEW)'s leverage change by June 30, 2026?

As of June 30, 2026, adjusted net debt leverage was 3.7x, improved from 5.8x a year earlier. Long-term debt (including current portion) was $348.1 million, and cash and cash equivalents totaled $68.7 million.

What fiscal 2026 guidance did OneWater Marine (ONEW) provide?

For fiscal 2026, OneWater expects revenue of $1.75–$1.80 billion, Adjusted EBITDA of $68–$78 million, and adjusted diluted EPS of $0.35–$0.55. Management anticipates industry retail down high-single digits and same-store sales down low- to mid-single digits.

How did segment revenues trend for ONEW in Q3 2026?

In fiscal Q3 2026, new boat revenue was $320.0 million (down 1.9%), pre-owned boat revenue $121.1 million (down 3.9%), finance & insurance income $17.3 million (down 2.7%), and service, parts & other $72.4 million (down 12.8%).

What happened to OneWater Marine (ONEW)'s inventory levels?

Total inventory at OneWater Marine was $485.5 million as of June 30, 2026, down from $517.1 million a year earlier. Management attributed the reduction to disciplined inventory management and the sale of Ocean Bio-Chem.
0001772921false00017729212026-07-302026-07-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 30, 2026
____________________________________________
OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
____________________________________________
Delaware001-3921383-4330138
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
 6275 Lanier Islands Parkway
Buford, Georgia
30518
(Address of principal executive offices)(Zip Code)
Registrant’s Telephone Number, including Area Code: (678) 541-6300
____________________________________________
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per share
ONEWThe Nasdaq Global Market
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 growth company o
If 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. o



Item 2.02    Results of Operations and Financial Condition.
On July 30, 2026, OneWater Marine Inc. (the “Company”) issued a press release announcing the Company’s operating and financial results for the fiscal third quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 2.02 by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
*99.1
Press Release issued by OneWater Marine Inc., dated July 30, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Filed herewith.



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.
ONEWATER MARINE INC.
By:/s/ Jack Ezzell
Name:Jack Ezzell
Title:Chief Operating Officer and Chief Financial Officer
Dated: July 30, 2026


Exhibit 99.1
onewlogo.jpg
OneWater Marine Inc. Announces Fiscal Third Quarter 2026 Results
Delivered Margin Expansion, Continued Debt Reduction, and Improved Profitability

Fiscal Third Quarter 2026 Highlights
Revenue decreased 4% to $531 million, primarily driven by impact of the Ocean Bio-Chem ("OBCI") divestiture
Same-store sales decreased 2%
Gross profit margin of 24.0% increased 70 bps
GAAP net income of $12 million, or $0.69 per diluted share; adjusted diluted earnings per share1 was $0.73
Adjusted EBITDA1 increased 15% to $38 million from $33 million in the prior year quarter
Adjusted net debt leverage ratio1 improved to 3.7x from 5.8x in the prior year quarter

BUFORD, GA – July 30, 2026 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”) today announced results for its fiscal third quarter ended June 30, 2026.

“Solid third quarter results reflected the benefits of the actions we have taken over the past year to strengthen the business," said Austin Singleton, Executive Chairman of OneWater. "Despite a measured retail environment, we expanded margins, reduced leverage, and continued to maintain disciplined inventory levels. Importantly, we achieved our balance sheet leverage target for the fiscal year ahead of schedule. With structural improvements to the business and enhanced financial flexibility, we believe we are well positioned to deliver outsized growth as industry conditions improve.”
For the Three Months Ended June 3020262025$ Change% Change
Revenues(unaudited, $ in thousands)
New boat$319,960 $326,134 $(6,174)(1.9)%
Pre-owned boat121,058 125,941 (4,883)(3.9)%
Finance & insurance income17,293 17,782 (489)(2.7)%
Service, parts & other72,400 83,007 (10,607)(12.8)%
Total revenues$530,711 $552,864 $(22,153)(4.0)%

Fiscal Third Quarter 2026 Results

Revenue for fiscal third quarter 2026 was $530.7 million, a decrease of 4.0% compared to $552.9 million in fiscal third quarter 2025. Same-store sales were down 2%. New boat revenue decreased 1.9%, driven by lower unit volumes, partially offset by higher average price per unit. The decline in new boat revenue was primarily attributable to the impact of strategic brand exits completed during the prior year; excluding those brands, new boat sales increased year over year. Pre-owned boat revenue decreased 3.9%, reflecting a challenging comparison against a strong prior year period which saw 18% growth. Finance & insurance income decreased 2.7%, and service, parts & other sales were down 12.8% compared to the prior year quarter, primarily reflecting the impact of the OBCI divestiture. Excluding the impact of the divestiture, underlying service, parts & other sales increased year over year.

Gross profit totaled $127.5 million for fiscal third quarter 2026, down $1.2 million from $128.7 million for fiscal third quarter 2025. Gross profit margin increased 70 basis points to 24.0%, driven by favorable product mix and the execution of strategic priorities to enhance boat gross profit.

Selling, general and administrative expenses for fiscal third quarter 2026 were $87.2 million, or 16.4% of revenue, compared to $92.1 million, or 16.7% of revenue, in fiscal third quarter 2025. Selling, general and administrative expenses declined 5.3%, reflecting the impact of prior cost reduction actions and ongoing expense management. Selling, general and administrative expenses were modestly improved over the prior year period as a percentage of revenue.

Net income for fiscal third quarter 2026 totaled $11.7 million, compared to net income of $10.7 million in fiscal third quarter 2025. The increase in net income was primarily driven by higher income from operations and lower interest expenses. Net earnings per diluted share



for fiscal third quarter 2026 was $0.69 compared to $0.65 in fiscal third quarter 2025. Adjusted diluted earnings per share1 for fiscal third quarter 2026 was $0.73, compared to adjusted diluted earnings per share1 of $0.79 in fiscal third quarter 2025.

Fiscal third quarter 2026 Adjusted EBITDA1 totaled $37.8 million compared to $32.8 million for fiscal third quarter 2025.

As of June 30, 2026, the Company’s cash and cash equivalents balance was $68.7 million and total liquidity, including cash and availability under credit facilities, was $73.3 million. Total inventory as of June 30, 2026, decreased to $485.5 million, compared to $517.1 million on June 30, 2025, primarily reflecting disciplined inventory management and the sale of OBCI. Total long-term debt as of June 30, 2026, was $348.1 million, and adjusted long-term net debt1 (net of $68.7 million cash) was 3.7 times trailing twelve-month Adjusted EBITDA1 , compared to 5.8x trailing twelve-month Adjusted EBITDA1 in fiscal third quarter 2025. The Company achieved its fiscal 2026 leverage target of below 4.0x net debt to Adjusted EBITDA ahead of schedule, reflecting continued progress in strengthening the balance sheet and enhancing financial flexibility.

Fiscal Year 2026 Guidance

The Company is updating its previously issued fiscal full year 2026 outlook. For fiscal full-year 2026, OneWater anticipates the industry to be down high-single digits year over year based on recent industry trends. When factoring in the lost revenue from exited brands, the divestiture of OBCI, and industry retail performance, the Company expects dealership same-store sales to be down low to mid-single digits year over year and total revenue to be in the range of $1.75 billion to $1.80 billion. Adjusted EBITDA2 is expected to be in the range of $68 million to $78 million and adjusted diluted earnings per share2 is expected to be in the range of $0.35 to $0.55. The revised outlook reflects year-to-date results, while maintaining a cautiously optimistic view of fourth quarter demand trends amid continued macroeconomic uncertainty.

Conference Call and Webcast

OneWater will host a conference call to discuss its fiscal third quarter earnings on Thursday, July 30th, at 8:30 am Eastern time. To access the conference call via phone, participants can dial (+1) 833 461 5787 (North America Toll Free) or (+1) 626 884 3620 (International) using access code 323 214 110.

Alternatively, a live webcast of the conference call can be accessed through the “Events” section of the Company’s website at https://investor.onewatermarine.com/ where it will be archived for one year.

1.See reconciliation of Non-GAAP financial measures below.

2.See reconciliation of Non-GAAP financial measures below for a discussion of why reconciliations of forward-looking Adjusted EBITDA and adjusted diluted earnings per share are not available without unreasonable effort.



ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Revenues:
New boat$319,960 $326,134 $825,267 $883,631 
Pre-owned boat121,058 125,941 285,840 272,467 
Finance & insurance income17,293 17,782 40,206 42,185 
Service, parts & other72,400 83,007 202,252 213,916 
Total revenues530,711 552,864 1,353,565 1,412,199 
Gross profit
New boat57,134 51,950 143,901 139,109 
Pre-owned boat24,499 22,535 56,818 49,602 
Finance & insurance17,293 17,782 40,206 42,185 
Service, parts & other28,555 36,396 81,479 92,232 
Total gross profit127,481 128,663 322,404 323,128 
Selling, general and administrative expenses87,243 92,138 254,254 258,989 
Depreciation and amortization4,075 5,593 12,659 16,426 
Transaction costs210 175 2,846 1,111 
Change in fair value of contingent consideration— 144 203 452 
Restructuring and impairment304 234 14,330 1,473 
Income from operations35,649 30,379 38,112 44,677 
Other expense (income):
Interest expense – floor plan6,763 7,340 20,530 21,870 
Interest expense – other7,070 9,041 23,051 27,129 
Other (income) expense, net(150)(224)1,031 853 
Total other expense, net13,683 16,157 44,612 49,852 
Net income (loss) before income tax expense (benefit)21,966 14,222 (6,500)(5,175)
Income tax expense (benefit)10,293 3,507 2,439 (1,903)
Net income (loss)11,673 10,715 (8,939)(3,272)
Net loss attributable to non-controlling interests— — — 1,648 
Net income (loss) attributable to OneWater Marine Inc.$11,673 $10,715 $(8,939)$(1,624)
Net earnings (loss) per share of Class A common stock – basic$0.70 $0.66 $(0.54)$(0.10)
Net earnings (loss) per share of Class A common stock – diluted$0.69 $0.65 $(0.54)$(0.10)
Basic weighted-average shares of Class A common stock outstanding16,61816,31316,58815,700
Diluted weighted-average shares of Class A common stock outstanding16,95416,44416,58815,700



ONEWATER MARINE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30, 2026June 30, 2025
ASSETS
Cash$68,705 $70,146 
Restricted cash10,187 11,760 
Accounts receivable, net64,492 79,472 
Inventories485,527 517,093 
Prepaid expenses and other current assets46,192 61,491 
Total current assets675,103 739,962 
Property and equipment, net58,214 92,005 
Operating lease right-of-use assets115,592 131,625 
Financing lease right-of-use assets988 — 
Other long-term assets3,577 2,352 
Deferred tax assets, net69,651 37,998 
Intangible assets, net121,932 199,885 
Goodwill258,954 336,602 
Total assets$1,304,011 $1,540,429 
LIABILITIES
Accounts payable$37,061 $32,452 
Other payables and accrued expenses35,900 44,170 
Customer deposits32,559 33,916 
Notes payable – floor plan404,659 435,777 
Current portion of operating lease liabilities16,757 16,468 
Current portion of financing lease liabilities101 — 
Current portion of long-term debt, net23,920 37,970 
Current portion of tax receivable agreement liability2,637 2,578 
Total current liabilities553,594 603,331 
Other long-term liabilities1,050 5,669 
Tax receivable agreement liability34,858 38,245 
Long-term operating lease liabilities103,381 118,458 
Long-term financing lease liabilities851 — 
Long-term debt, net324,226 381,497 
Total liabilities1,017,960 1,147,200 
  
STOCKHOLDERS’ EQUITY  
Total stockholders’ equity attributable to OneWater Marine Inc.286,051 393,229 
Equity attributable to non-controlling interests— — 
Total stockholders’ equity286,051 393,229 
Total liabilities and stockholders’ equity$1,304,011 $1,540,429 



ONEWATER MARINE INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Net income (loss) attributable to OneWater Marine Inc.$11,673 $10,715 $(8,939)$(1,624)
Transaction costs210 175 2,846 1,111 
Intangible amortization570 2,167 1,676 6,437 
Change in fair value of contingent consideration— 144 203 452 
Restructuring and impairment304 727 14,330 3,013 
Other (income) expense, net(150)(224)1,031 853 
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1)— — — (568)
Adjustments to income tax expense (benefit) (2)(234)(687)(5,022)(2,599)
Adjusted net income attributable to OneWater Marine Inc.12,373 13,017 6,125 7,075 
Net earnings (loss) per share of Class A common stock - diluted$0.69 $0.65 $(0.54)$(0.10)
Transaction costs0.01 0.01 0.17 0.07 
Intangible amortization0.03 0.13 0.10 0.41 
Change in fair value of contingent consideration— 0.01 0.01 0.03 
Restructuring and impairment0.02 0.04 0.85 0.19 
Other (income) expense, net(0.01)(0.01)0.06 0.05 
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1)— — — (0.04)
Adjustments to income tax expense (benefit) (2)(0.01)(0.04)(0.30)(0.17)
Adjustment for dilutive shares (3)— — 0.01 0.01 
Adjusted earnings per share of Class A common stock - diluted$0.73 $0.79 $0.36 $0.45 
(1) Represents an allocation of the impact of reconciling items to our non-controlling interest.
(2) Represents an adjustment of all reconciling items at an estimated statutory tax rate, which may vary from the Company's effective tax rate.
(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.





ONEWATER MARINE INC.
Reconciliation of Non-GAAP Financial Measures
(In thousands, except ratios)
(Unaudited)
Three Months Ended
June 30,
Trailing twelve months ended June 30,
202620252026
Net income (loss)$11,673 $10,715 $(121,897)
Interest expense – other7,070 9,041 32,105 
Income tax expense (benefit)10,293 3,507 (30,959)
Depreciation and amortization4,352 6,301 19,726 
Stock-based compensation4,006 2,459 12,729 
Change in fair value of contingent consideration— 144 (2,382)
Transaction costs210 175 3,282 
Restructuring and impairment304 727 160,995 
Other (income) expense, net(150)(224)1,607 
Adjusted EBITDA$37,758 $32,845 $75,206 
Long-term debt (including current portion)$348,146 
Less: cash(68,705)
Adjusted long-term net debt$279,441 
Adjusted net debt leverage ratio3.7 x

About OneWater Marine Inc.

OneWater Marine Inc. is one of the largest and fastest-growing premium marine retailers in the United States. OneWater operates a total of 91 retail locations, 6 distribution centers / warehouses and multiple online marketplaces in 18 different states, several of which are in the top twenty states for marine retail expenditures. OneWater offers a broad range of products and services and has diversified revenue streams, which include the sale of new and pre-owned boats, finance and insurance products, parts and accessories, maintenance, repair and other services.

Cautionary Statements

This press release and statements made during the above referenced conference call may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding our fiscal year 2026 outlook, the sale of certain of our assets and the use of proceeds therefrom, our strategy, future operations, financial position, prospects, plans and objectives of management, growth rate and its expectations regarding future revenue, operating income or loss or earnings or loss per share. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “outlook” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are not guarantees of future performance, but are based on management’s current expectations, assumptions and beliefs concerning future developments and their potential effect on us, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct.

Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements include the following: changes in demand for our products and services, the seasonality and volatility of the boat industry, effects of industry wide supply chain challenges including a heightened inflationary environment and our ability to maintain adequate inventory, fluctuation in interest rates, adverse weather events, our acquisition and
business strategies, the inability to comply with the financial and other covenants and metrics in our credit facilities, cash flow and access to capital, effects of a global health concern on the Company’s business, geopolitical risks, including the Iran conflict and the imposition of or changes in tariffs, duties, or other taxes affecting international trade, risks related to the ability to realize the anticipated benefits of any proposed acquisitions, including the risk that proposed acquisitions will not be integrated successfully, the timing of development expenditures, and other risks. More information on these risks and other potential factors that could affect our financial results is included in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and in our subsequently filed Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available from OneWater's website at www.onewatermarine.com under the “Investors” tab, and in other documents OneWater files with the SEC. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

This press release and our related earnings call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income (Loss) Attributable to OneWater Marine Inc., Adjusted Diluted Earnings (Loss) Per Share and Adjusted Long-Term Net Debt, as measures of our operating performance. Management believes these measures may be useful in performing meaningful comparisons of past and present operating results, to understand the performance of the Company’s ongoing operations and how management views the business. Reconciliations of reported GAAP measures to adjusted non-GAAP measures are included in the financial schedules contained in this press release. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP. Because our non-GAAP financial measures may be defined differently by other companies, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. We have not reconciled non-GAAP forward-looking measures, including Adjusted EBITDA and adjusted diluted earnings (loss) per share guidance, to their corresponding GAAP measures due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to change in fair value of contingent consideration and transaction costs. Change in fair value of contingent consideration and transaction costs are affected by the acquisition, integration and post-acquisition performance of our acquirees which is difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted EBITDA and adjusted diluted earnings per share are not available without unreasonable effort.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, restructuring and impairment, stock-based compensation and transaction costs. See reconciliation above.

Our board of directors, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in fair value of contingent consideration, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance.

Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share

We define Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. as Net (Loss) Income Attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater Marine Holdings, LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted (Loss) Earnings Per Share which presents all of the adjustments to Net (Loss) Income Attributable to OneWater Marine Inc. noted above on a per share basis. See reconciliation above.

Our board of directors, management team and lenders use Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment, transaction costs and other expense (income)) that impact
the comparability of financial results from period to period. We present these metrics because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance.

Adjusted Long-Term Net Debt

We define Adjusted Long-Term Net Debt as long-term debt (including current portion) less cash. We consider, and we believe certain investors and analysts consider, adjusted long-term net debt, as well as adjusted long-term net debt divided by trailing twelve-month Adjusted EBITDA, to be an indicator of our financial leverage.

Same-Store Sales

We define same-store sales as sales from our Dealership segment, excluding new and acquired stores. New and acquired stores become eligible for inclusion in the comparable store base at the end of the store’s thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Stores relocated within an existing market remain in the comparable store base for all periods. Additionally, amounts related to closed or sold stores are excluded from each comparative base period. We use same-store sales to assess the organic growth of our Dealership segment revenue. We believe that our assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance.

Investor or Media Contact:
Jack Ezzell
Chief Operating Officer and Chief Financial Officer
IR@OneWaterMarine.com

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