[8-K] OneWater Marine Inc. Reports Material Event

Rhea-AI Filing Summary

OneWater Marine Inc. (ONEW) disclosed amendments to its main credit and inventory financing arrangements. On November 17, 2025, the company entered into Amendment No. 7 to its Amended and Restated Credit Agreement, which updates certain definitions, covenants, terms and conditions and extends the credit facility maturity date to July 31, 2027, along with related changes to the repayment schedule and applicable interest rates. The company also executed a Third Amendment to its Eighth Amended and Restated Inventory Financing Agreement, which revises terms and covenants, extends the termination date to March 1, 2027, increases the maximum borrowing capacity to $497.1 million, and permits an additional $38.7 million in overtrade availability. These changes collectively refine OneWater’s borrowing framework and extend the duration of its key financing sources.

Insights

Credit & Capital Structure Analyst

OneWater extends key debt maturities and enlarges inventory financing capacity.

OneWater Marine has adjusted its core lending arrangements, which govern both corporate borrowing and inventory financing. The amendment to the Amended and Restated Credit Agreement pushes the maturity to July 31, 2027 and revises the repayment schedule and applicable interest rates, indicating a negotiated refresh of its term and covenant framework with lenders.

The Third Amendment to the Eighth Amended and Restated Inventory Financing Agreement extends that facility’s termination date to March 1, 2027, raises the maximum borrowing capacity to $497.1 million, and permits an additional $38.7 million of overtrade availability. This structure supports the company’s ability to finance boat and related inventory under established collateralized arrangements.

Future company disclosures may clarify how actively OneWater uses the increased $497.1 million capacity and overtrade availability, and how the revised interest-rate terms and covenants under these amendments influence interest expense, leverage metrics, and liquidity over the period through 2027.

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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): November 17, 2025

____________________________________________

OneWater Marine Inc.

(Exact name of registrant as specified in its charter)

____________________________________________

Delaware			001-39213			83-4330138
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

ONEW

The 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 1.01    Entry into a Material Definitive Agreement.

On November 17, 2025, OneWater Marine Inc. (the “Company”) entered into Amendment No. 7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement ("Amendment No.7") to, among other things, (i) modify certain definitions, covenants, terms and conditions and (ii) modify the maturity date to be July 31, 2027, and in connection therewith, the repayment schedule, including certain adjustments to applicable interest rates. The foregoing description is qualified in its entirety by reference to the full text of Amendment No. 7, which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

On November 17, 2025, the Company entered into the Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement (the "Third Amendment") to, among other things, (i) modify certain definitions, covenants, terms and conditions, (ii) modify the termination date of the Third Agreement to be March 1, 2027, and (iii) adjust the maximum borrowing capacity to $497.1 million and permit an additional $38.7 million in availability for overtrade capacity. The foregoing description is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
*10.1¥#						Amendment No. 7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement, dated as of November 17, 2025, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc. and certain of its subsidiaries from time to time, the lenders from time to time party thereto, and Truist Bank as the Administrative Agent.
*10.2¥#						Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement, dated as of November 17, 2025, between Wells Fargo Commercial Distribution Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to time become party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*			Filed herewith.
¥			Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request
#			Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the exhibit will be furnished to the Securities and Exchange Commission on request.

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: November 21, 2025

FAQ

What did OneWater Marine (ONEW) announce in this 8-K filing?

OneWater Marine announced that on November 17, 2025 it entered into Amendment No. 7 to its Amended and Restated Credit Agreement and a Third Amendment to its Eighth Amended and Restated Inventory Financing Agreement, updating terms, covenants, and key dates for its primary financing arrangements.

How did OneWater Marine change the maturity date of its main credit agreement?

Under Amendment No. 7 to the Amended and Restated Credit Agreement, OneWater Marine modified the maturity date of that facility to July 31, 2027, along with changes to the repayment schedule and applicable interest rates.

What are the new terms of OneWater Marine's inventory financing facility?

The Third Amendment to the Eighth Amended and Restated Inventory Financing Agreement extends the termination date of that agreement to March 1, 2027, adjusts certain definitions, covenants, and terms, increases the maximum borrowing capacity to $497.1 million, and permits an additional $38.7 million in overtrade availability.

Which lenders are involved in OneWater Marine's amended credit facilities?

For Amendment No. 7, the parties include One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc., certain subsidiaries, lenders from time to time party to the agreement, and Truist Bank as Administrative Agent. The inventory financing amendment is with Wells Fargo Commercial Distribution Finance, LLC as Agent for participating financial institutions and dealers.

Where can investors find the full details of OneWater Marine's amended agreements?

The complete texts of the amendments are filed as Exhibit 10.1 (Amendment No. 7 to the Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement) and Exhibit 10.2 (Third Amendment to the Eighth Amended and Restated Inventory Financing Agreement and related documents) to this report and are incorporated by reference.

Did OneWater Marine disclose changes to covenants or interest rates in detail?

OneWater Marine stated that the amendments modify certain definitions, covenants, terms and conditions and adjust applicable interest rates, but the specific covenant and rate details are contained in the full agreements referenced as Exhibits 10.1 and 10.2.