Marine Products deal lifts MasterCraft Boat Holdings (NASDAQ: MCFT) to over $500M sales

Rhea-AI Filing Summary

MasterCraft Boat Holdings, Inc. filed an amended report to add detailed financials tied to its completed acquisition of Marine Products Corporation. The filing includes Marine Products’ audited and unaudited historical statements and extensive unaudited pro forma condensed combined financial information prepared under Article 11 of Regulation S‑X.

The pro forma data combine MasterCraft and Marine Products as if the merger had closed earlier, showing how the businesses would look together on a balance sheet and income statement basis. For the year ended June 30, 2025, pro forma combined net sales are $508.6 million with pro forma basic earnings per share of $0.55. For the nine months ended March 29, 2026, pro forma combined net sales are $403.2 million with basic earnings per share of $0.23.

The transaction is accounted for as a business combination under ASC 805, with preliminary total merger consideration of $284.5 million, including stock and cash. The purchase price allocation currently assigns $92.8 million to goodwill and $84.0 million to identifiable intangible assets, notably a $44.2 million dealer network and $39.8 million in trade names.

Positive

• Transformative increase in scale: Pro forma combined net sales reach $508.6 million for the year ended June 30, 2025, compared with MasterCraft’s standalone $284.2 million, indicating the Marine Products acquisition materially expands the company’s revenue base and market presence.

Negative

• None.

Insights

Equity valuation analyst

MasterCraft’s Marine Products deal roughly doubles scale on a pro forma basis.

The amended filing supplies hard numbers on the Marine Products acquisition, replacing narrative with combined financials. Pro forma net sales of $508.6M for the year ended June 30, 2025 versus MasterCraft’s standalone $284.2M highlight a much larger revenue base.

The preliminary purchase price of $284.5M splits between identifiable intangibles of $84.0M and goodwill of $92.8M, suggesting expectations for durable brands and dealer relationships plus unquantified synergies. Depreciation and amortization step-ups also appear, modestly reducing operating income in the pro forma periods.

Pro forma basic EPS of $0.55 for the year ended June 30, 2025 is calculated over 24.5 million shares, up from about 16.4 million historically due to 8.1 million new shares issued as consideration. Subsequent filings will update these preliminary fair values as the purchase accounting is finalized within the ASC 805 measurement period.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total merger consideration: $284.5M Pro forma net sales: $508.6M Pro forma net sales: $403.2M +5 more

8 metrics

Total merger consideration $284.5M Preliminary stock-and-cash consideration for Marine Products

Pro forma net sales $508.6M Combined year ended June 30, 2025

Pro forma net sales $403.2M Combined nine months ended March 29, 2026

Pro forma basic EPS $0.55 Year ended June 30, 2025, continuing operations

Shares issued 8,088,387 shares MasterCraft common stock issued as merger consideration

Goodwill $92.8M Preliminary goodwill from Marine Products acquisition

Other intangible assets $84.0M Includes $44.2M dealer network and $39.8M trade names

Pro forma total assets $504.3M Combined balance sheet as of March 29, 2026

Key Terms

unaudited pro forma condensed combined financial information, Transaction Accounting Adjustments, ASC 805, merger consideration, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) of MasterCraft has been prepared"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

Transaction Accounting Adjustments financial

"includes adjustments intended to illustrate the estimated pro forma effects of the mergers, which we refer to as the “Transaction Accounting Adjustments”"

ASC 805 financial

"using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”)"

ASC 805 is the U.S. accounting standard that governs how companies record and report business acquisitions, including how purchased assets, assumed liabilities and goodwill are measured on the buyer’s balance sheet. It matters to investors because the accounting choices under ASC 805 determine the reported value of an acquisition and future profit or loss effects—similar to how different ways of listing items in a household budget change the appearance of your finances and the story they tell.

merger consideration financial

"Together, the cash consideration and the stock consideration are referred to as the “merger consideration”"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

goodwill financial

"The excess of merger consideration over the estimated fair value of identifiable assets acquired and liabilities assumed, if any, is allocated to goodwill"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

purchase price allocation financial

"The estimated fair values and purchase price allocation are preliminary"

Purchase price allocation is the accounting process that breaks down the total amount paid for an acquired business into specific pieces—like tangible assets, identifiable intangible assets (brands, patents, customer lists) and goodwill—based on their estimated fair values. Investors care because this breakdown affects future earnings, tax costs and reported asset values: higher allocations to amortizable intangibles or goodwill can change profit volatility, depreciation and potential impairment charges, similar to splitting a restaurant bill to see what you actually bought versus what you paid extra for goodwill.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/12/2026 - 05:22 PM Accepted by SEC EDGAR 06/12/2026 - 05:22 PM Learn about SEC filing dates

FAQ

What does MasterCraft (MCFT) disclose in this amended 8-K about the Marine Products acquisition?

MasterCraft’s amended report adds Marine Products’ historical financial statements and extensive unaudited pro forma combined results. These show how the two companies’ balance sheets and income statements would have looked together, helping investors gauge post-acquisition scale, earnings and preliminary purchase accounting under ASC 805.

How large is the Marine Products deal for MasterCraft (MCFT) in financial terms?

The preliminary total merger consideration is $284.5 million, including cash and stock. This supports a preliminary purchase price allocation with $240.97 million of identifiable assets, $49.23 million of assumed liabilities and $92.79 million of goodwill, reflecting the transaction’s substantial size relative to MasterCraft’s standalone operations.

What are MasterCraft’s pro forma combined revenues after acquiring Marine Products?

Pro forma combined net sales are $508.57 million for the year ended June 30, 2025, and $403.22 million for the nine months ended March 29, 2026. These figures merge MasterCraft’s and Marine Products’ aligned historical results, illustrating the revenue scale of the newly combined boat manufacturing business.

How does the Marine Products acquisition affect MasterCraft’s pro forma earnings per share?

Pro forma basic earnings per share from continuing operations are $0.55 for the year ended June 30, 2025, and $0.23 for the nine months ended March 29, 2026. These EPS figures incorporate approximately 8.09 million new MasterCraft shares issued as stock consideration in the Marine Products merger.

What goodwill and intangible assets arise from MasterCraft’s Marine Products acquisition?

The preliminary purchase price allocation records $92.79 million of goodwill and $84.00 million of other intangible assets. Key intangibles include a $44.20 million dealer network amortized over 10 years and $39.80 million of trade names with indefinite lives, reflecting expected ongoing economic benefits.

How was the Marine Products purchase price for MasterCraft (MCFT) structured?

Each Marine Products share was exchanged for 0.232 MasterCraft shares plus $2.43 in cash. With 34.86 million Marine Products shares and 210,500 assumed restricted stock awards, MasterCraft expects to issue about 8.09 million new shares and pay roughly $85.23 million in aggregate cash consideration.

true 0001638290 0001638290 2026-05-15 2026-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

MasterCraft Boat Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37502		06-1571747
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Cherokee Cove Drive
Vonore, Tennessee				37885
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 423 884-2221

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MCFT		The Nasdaq Stock 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 ☐

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. ☐

EXPLANATORY NOTE

On May 15, 2026, MasterCraft Boat Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the U.S. Securities and Exchange Commission to report, among other things, under Item 2.01 thereof the completion of the acquisition of Marine Products Corporation (“Marine Products”) pursuant to the Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”).

We are amending the Initial 8-K to include the historical financial statements of Marine Products and our unaudited pro forma condensed combined financial information giving effect to the acquisition.

The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and Marine Products would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited financial statements of Marine Products as of December 31, 2025 and 2024 and for each of the three years ended December 31, 2025, 2024 and 2023 are filed with this Current Report on Form 8-K/A as Exhibit 99.1 and the unaudited consolidated financial statements of Marine Products as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 as Exhibit 99.2 and incorporated herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet as of March 29, 2026 and the unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2026 and the year ended June 30, 2025 are filed with this Current Report on Form 8-K/A as Exhibit 99.3 and incorporated herein.

(d) Exhibits

The following exhibits are being furnished as part of this report:

Exhibit No.		Description
23.1		Consent of Grant Thornton LLP
99.1		Audited financial statements of Marine Products as of December 31, 2025 and 2024 and for each of the fiscal years ended December 31, 2025, 2024 and 2023 (incorporated by reference to Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025).
99.2		Unaudited consolidated financial statements of Marine Products as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 (incorporated by reference to Marine Products’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2026).
99.3		Unaudited Pro Forma Condensed Combined Balance Sheet as of March 29, 2026 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended March 29, 2026 and the year ended June 30, 2025
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 Current Report to be signed on its behalf by the undersigned thereunto duly authorized.

						MASTERCRAFT BOAT HOLDINGS, INC.
Date: June 12, 2026				By:		/s/ W. SCOTT KENT
						W. Scott Kent
						Chief Financial Officer

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On February 5, 2026, MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Merger Sub 1, Merger Sub 2, and Marine Products Corporation, a Delaware corporation (“Marine Products”) entered into the merger agreement. Pursuant to the merger agreement, on May 15, 2026, before the market opened, Merger Sub 1 merged with and into Marine Products, with Marine Products surviving as a wholly owned subsidiary of MasterCraft. Immediately after the first merger, Marine Products merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary of MasterCraft. Concurrently, with the execution of the merger agreement, on February 5, 2026, MasterCraft entered into certain ancillary agreements (as defined and further described in Note 1). The transactions contemplated in connection with the merger agreement, including the mergers, are referred to herein as the “transactions” and the consummation of the transactions is referred to as the “closing”.

The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) of MasterCraft has been prepared in accordance with Article 11 of Regulation S-X and gives pro forma effect to the mergers, and includes adjustments intended to illustrate the estimated pro forma effects of the mergers, which we refer to as the “Transaction Accounting Adjustments”.

The unaudited pro forma condensed combined balance sheet as of March 29, 2026, gives effect to the mergers as if they had been completed on March 29, 2026, and combines the consolidated balance sheet of MasterCraft as of March 29, 2026, with the consolidated balance sheet of Marine Products as of March 31, 2026.

The unaudited pro forma condensed combined statements of operations for the nine months ended March 29, 2026, and the year ended June 30, 2025, give effect to the mergers as if they were consummated on July 1, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2026, combines the consolidated statement of operations of MasterCraft for the nine months ended March 29, 2026, and the consolidated statement of operations of Marine Products for the nine months ended March 31, 2026. The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025, combines the consolidated statement of operations of MasterCraft for the year ended June 30, 2025, and the consolidated statement of operations of Marine Products for the twelve months ended June 30, 2025.

The unaudited pro forma financial information contained herein does not give effect to any historical financial results of MasterCraft following March 29, 2026, or Marine Products following March 31, 2026.

The unaudited pro forma financial information should be read in conjunction with the following:

• The accompanying notes to the unaudited pro forma condensed combined financial information;

• The unaudited condensed consolidated financial statements of MasterCraft as of and for the nine months ended March 29, 2026, and the related notes, as included in MasterCraft’s Quarterly Report on Form 10-Q as filed with the SEC on May 7, 2026;

• The audited consolidated financial statements of MasterCraft as of and for the year ended June 30, 2025, and the related notes, as included in MasterCraft’s Annual Report on Form 10-K as filed with the SEC on August 27, 2025; and

• The unaudited consolidated financial statements of Marine Products as of and for the three months ended March 31, 2026, and the related notes, as included in Marine Products’ Quarterly Report on Form 10-Q as filed with the SEC on May 8, 2026;

• The audited consolidated financial statements of Marine Products as of and for the year ended December 31, 2025, and the related notes, as included in Marine Products’ Annual Report on Form 10-K as filed with the SEC on February 27, 2026.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The Transaction Accounting Adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As the unaudited pro forma financial information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein. Further, the unaudited pro forma financial information does not reflect any operating synergies, dis-synergies, or cost savings that may result from the mergers.

1

MASTERCRAFT BOAT HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 29, 2026

		MasterCraft				Marine Products												MasterCraft
(Dollar amounts in thousands)		(Historical)				(Historical) (Note 3)				Transaction Accounting Adjustments (Note 5)								Pro Forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	75,403			$	45,799			$	(90,726	)			(a	)		$	30,476
Short-term investments			9,220				—				—								9,220
Accounts receivable, net of allowance			11,230				5,201				—								16,431
Income tax receivable			1,740				2,865				—								4,605
Inventories			34,769				55,103				4,133				(b	)			94,005
Prepaid expenses and other current assets			9,484				4,200				999				(c	)			14,683
Total current assets			141,846				113,168				(85,594	)							169,420
Property, plant and equipment, net			53,517				22,357				12,302				(d	)			88,176
Goodwill			28,493				3,308				89,482				(e	)			121,283
Other intangible assets, net			30,500				465				83,535				(f	)			114,500
Deferred income taxes			17,569				4,890				(22,459	)			(g	)			—
Other long-term assets			5,927				5,012				—								10,939
Total assets		$	277,852			$	149,200			$	77,266							$	504,318
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable		$	21,895			$	14,490			$	—							$	36,385
Income tax payable			1,773				—				—								1,773
Accrued expenses and other current liabilities			53,884				15,000				—								68,884
Total current liabilities			77,552				29,490				—								107,042
Unrecognized tax positions			9,346				—				—								9,346
Other long-term liabilities			1,702				1,654				521				(g	)			3,877
Total liabilities		$	88,600			$	31,144			$	521							$	120,265
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock		$	163			$	3,523			$	(3,442	)			(h	)		$	244
Additional paid-in capital			52,805				—				199,217				(h	)			252,022
Retained earnings			136,084				114,533				(119,030	)			(h	)			131,587
MasterCraft Boat Holdings, Inc. equity			189,052				118,056				76,745								383,853
Noncontrolling interest			200				—				—								200
Total equity		$	189,252			$	118,056			$	76,745							$	384,053
Total liabilities and equity		$	277,852			$	149,200			$	77,266							$	504,318

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

2

MASTERCRAFT BOAT HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED MARCH 29, 2026

		MasterCraft				Marine Products												MasterCraft
(Dollar amounts in thousands, except share and per share data)		(Historical)				(Reclassified) (Note 3)				Transaction Accounting Adjustments (Note 5)								Pro Forma Combined
NET SALES		$	218,967			$	184,252			$	—							$	403,219
COST OF SALES			168,502				153,885				243				(j	)			322,630
GROSS PROFIT			50,465				30,367				(243	)							80,589
OPERATING EXPENSES:
Selling and marketing			9,649				5,491				—								15,140
General and administrative			34,267				20,991				125				(k	)			55,383
Amortization of other intangible assets			1,350				—				3,315				(l	)			4,665
Total operating expenses			45,266				26,482				3,440								75,188
OPERATING INCOME			5,199				3,885				(3,683	)							5,401
OTHER INCOME (EXPENSE):
Interest expense			(146	)			—				—								(146	)
Interest income			2,257				1,144				—								3,401
Loss on extinguishment of debt			(71	)			—				—								(71	)
INCOME BEFORE INCOME TAX EXPENSE			7,239				5,029				(3,683	)							8,585
INCOME TAX EXPENSE			1,811				2,079				(843	)			(m	)			3,047
INCOME FROM CONTINUING OPERATIONS		$	5,428			$	2,950			$	(2,840	)						$	5,538
INCOME PER SHARE (Note 5(n)):
Basic
Continuing operations		$	0.34															$	0.23
Diluted
Continuing operations		$	0.33															$	0.23
WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF (Note 5(n)):
Basic earnings per share			16,147,425																24,235,812
Diluted earnings per share			16,263,844																24,388,847

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

3

MASTERCRAFT BOAT HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2025

		MasterCraft				Marine Products												MasterCraft
(Dollar amounts in thousands, except share and per share data)		(Historical)				(Reclassified) (Note 3)				Transaction Accounting Adjustments (Note 5)								Pro Forma Combined
NET SALES		$	284,203			$	224,368			$	—							$	508,571
COST OF SALES			227,338				185,568				4,133 475				(i (j	)  )			417,514
GROSS PROFIT			56,865				38,800				(4,608	)							91,057
OPERATING EXPENSES:
Selling and marketing			11,740				6,193				—								17,933
General and administrative			32,093				17,909				4,664				(k	)			54,666
Amortization of other intangible assets			1,800				—				4,420				(l	)			6,220
Total operating expenses			45,633				24,102				9,084								78,819
OPERATING INCOME			11,232				14,698				(13,692	)							12,238
OTHER INCOME (EXPENSE):
Interest expense			(1,169	)			—				—								(1,169	)
Interest income			3,472				2,064				—								5,536
INCOME BEFORE INCOME TAX EXPENSE			13,535				16,762				(13,692	)							16,605
INCOME TAX EXPENSE			2,820				2,723				(2,492	)			(m	)			3,051
INCOME FROM CONTINUING OPERATIONS		$	10,715			$	14,039			$	(11,200	)						$	13,554
INCOME PER SHARE (Note 5(n)):
Basic
Continuing operations		$	0.65															$	0.55
Diluted
Continuing operations		$	0.65															$	0.55
WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF (Note 5(n)):
Basic earnings per share			16,428,485																24,516,872
Diluted earnings per share			16,525,773																24,650,776

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

4

MASTERCRAFT BOAT HOLDINGS, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands, except shares and per share amounts)

Note 1 – Description of the Transactions

Mergers

On February 5, 2026, MasterCraft entered into the merger agreement to acquire all of the issued and outstanding equity securities of Marine Products through the mergers. The merger agreement, among other things, provides for the combination of MasterCraft and Marine Products in a stock-and-cash transaction. As part of the first merger, on May 15, 2026, before the market opened, Merger Sub 1 merged with and into Marine Products, with Marine Products surviving as a wholly owned subsidiary of MasterCraft. Immediately after the first merger, Marine Products merged with and into Merger Sub 2 as part of the second merger, with Merger Sub 2 surviving as a wholly owned subsidiary of MasterCraft.

Upon the terms and conditions of the merger agreement, at the effective time of the first merger, which we refer to as the “effective time”, each share of Marine Products common stock, par value $0.10 per share, converted into the right to receive 0.232 shares, which we refer to as the “stock consideration”, of MasterCraft common stock, par value $0.01 per share, and $2.43 in cash, without interest, which we refer to as the “cash consideration”. Together, the cash consideration and the stock consideration are referred to as the “merger consideration”.

Treatment of Marine Products Equity Awards

Additionally, immediately prior to the first effective time, each outstanding Marine Products restricted stock award, which we refer to as a “Marine Products RSAs”, accelerated and vested in full and was treated in the same manner as shares of Marine Products common stock for purposes of receiving the merger consideration, except that Marine Products RSAs awarded in 2026 and held by employees who continue with the combined company following the closing date, which we refer to as the “Assumed RSAs”, were converted into (i) the cash consideration for each share of Marine Products restricted stock subject to such Assumed RSAs and (ii) MasterCraft RSAs corresponding to a number of shares of MasterCraft common stock equal to the product of (x) the number of shares of Marine Products restricted stock subject to such Assumed RSA and (y) the stock consideration. The MasterCraft RSAs have the same time-vesting restrictions as the existing Marine Products RSAs, provided that the Assumed RSAs also include double-trigger change-in-control vesting provisions following the mergers. In addition, each unvested Marine Products performance stock unit, which we refer to as a “Marine Products PSU”, with an incomplete performance period as of the closing date vested based on “target” performance and was treated in the same manner as shares of Marine Products common stock for purposes of receiving the merger consideration, while each unvested Marine Products PSU with a completed performance period as of the closing date vested based on “actual” performance and was treated in the same manner as shares of Marine Products common stock for purposes of receiving the merger consideration.

Ancillary Agreements

Concurrently with the execution of the merger agreement, on February 5, 2026, MasterCraft entered into (i) the voting agreement, (ii) the stockholders agreement, as amended, and (iii) the registration rights agreement. These ancillary agreements do not impact the unaudited pro forma financial information and therefore pro forma adjustments for these agreements are not reflected herein.

Note 2 – Basis of Presentation

The unaudited pro forma financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of March 29, 2026, gives effect to the mergers as if they had been completed on March 29, 2026, and the unaudited pro forma condensed combined statements of operations for the nine months ended March 29, 2026, and the year ended June 30, 2025, give effect to the mergers as if they had been completed on July 1, 2024.

The historical consolidated financial statements of MasterCraft and the historical consolidated financial statements of Marine Products were prepared in accordance with U.S. GAAP and presented in U.S. dollars. The preparation of the unaudited pro forma financial information was based upon MasterCraft’s fiscal year end, which ends on June 30. Marine Products’ fiscal year ends on December 31. Given the difference between MasterCraft’s fiscal year end and Marine Products’ fiscal year end is more than one quarter, the historical statement of operations information of Marine Products has been adjusted to align with the fiscal year end of MasterCraft in order to prepare the unaudited pro forma condensed combined statements of operations. No adjustments were necessary to align Marine Products’ historical balance sheet.

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For purposes of the unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2026, the historical consolidated statement of operations of MasterCraft for the nine months ended March 29, 2026, has been combined with the historical consolidated statement of operations of Marine Products for the period from July 1, 2025, to March 31, 2026 (i.e., the nine months ended March 31, 2026). For purposes of the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025, the historical consolidated statement of operations of MasterCraft for the year ended June 30, 2025, has been combined with the historical consolidated statement of operations of Marine Products for the period from July 1, 2024, to June 30, 2025 (i.e., the twelve months ended June 30, 2025). Refer to Note 3 for further details of the fiscal year alignment.

Additionally, as discussed in Note 3, certain reclassifications were made to conform the historical presentation of Marine Products consolidated financial statements to that of MasterCraft’s financial statement presentation. The accounting policies used in the preparation of the unaudited pro forma financial information are those set out in MasterCraft’s audited financial statements for the year ended June 30, 2025. Management conducted a preliminary evaluation of accounting policies used by Marine Products compared to accounting policies used by MasterCraft and did not identify any material differences, and accordingly, no adjustments to conform accounting policies have been reflected in the unaudited pro forma financial information. Following the completion of the mergers, MasterCraft will conduct a comprehensive review of Marine Products’ accounting policies, and as a result of that review, MasterCraft may identify differences which may have a material impact on the unaudited pro forma financial information.

The unaudited pro forma financial information reflects the pro forma effect of the mergers using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with MasterCraft as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based on the historical financial statements of MasterCraft and Marine Products. Refer to Note 4 for additional information regarding the accounting treatment and preliminary purchase price allocation.

The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The unaudited pro forma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the mergers, or any integration costs that may be incurred. The Transaction Accounting Adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that MasterCraft believes are reasonable and supportable. As the unaudited pro forma financial information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.

Note 3 – Fiscal Year End Alignment and Financial Statement Line Item Reclassification Adjustments

Fiscal year end alignment and financial statement line item reclassification adjustments have been made to conform Marine Products’ historical financial statement presentation to MasterCraft’s financial statement presentation in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of operations.

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 29, 2026

Reclassification Adjustments

During the preparation of the unaudited pro forma financial information, management performed a preliminary analysis of Marine Products’ financial information to identify differences in financial statement presentation compared to the presentation of MasterCraft. Management did not identify any significant differences between Marine Products’ historical consolidated balance sheet presentation as of March 31, 2026, and MasterCraft’s historical consolidated balance sheet presentation as of March 29, 2026. Accordingly, no reclassification adjustments are reflected in the unaudited pro forma condensed combined balance sheet as of March 29, 2026.

Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended March 29, 2026

Fiscal Year End Alignment

The historical consolidated statement of operations information of Marine Products for the nine months ended March 31, 2026, has been derived as follows:

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(Dollar amounts in thousands)		Year Ended December 31, 2025 (Historical)				Less: Six Months Ended June 30, 2025 (Historical)				Plus: Three Months Ended March 31, 2026 (Historical)				Nine Months Ended March 31, 2026 (1) (Historical Aligned)
Net sales		$	244,419			$	126,700			$	66,533			$	184,252
Cost of goods sold			197,644				102,838				55,462				150,268
Gross profit			46,775				23,862				11,071				33,984
Selling, general and administrative expenses			32,747				16,438				8,824				25,133
Merger related costs			—				—				4,966				4,966
Operating income (loss)			14,028				7,424				(2,719	)			3,885
Interest income, net			1,737				918				325				1,144
Income (loss) before income taxes			15,765				8,342				(2,394	)			5,029
Income tax provision (benefit)			4,382				1,974				(329	)			2,079
Net income (loss)		$	11,383			$	6,368			$	(2,065	)		$	2,950

(1) The historical consolidated statement of operations of Marine Products for the nine months ended March 31, 2026, was derived from (i) Marine Products’ consolidated statement of operations for the year ended December 31, 2025, as presented in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, less (ii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2025, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025, plus (iii) Marine Products’ consolidated statement of operations for the three months ended March 31, 2026, as presented in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as filed with the SEC on May 8, 2026.

Reclassification Adjustments

The following table presents a summary of reclassification adjustments to conform Marine Products’ historical consolidated statement of operations information for the nine months ended March 31, 2026, with MasterCraft’s historical consolidated statement of operations presentation for the nine months ended March 29, 2026 (dollar amounts in thousands):

MasterCraft		Marine Products		Marine Products												Marine Products
Consolidated Statement of Operations Line Items (Historical)		Consolidated Statement of Operations Line Items (Historical)		Nine Months Ended March 31, 2026 (Historical Aligned)				Reclassification Adjustments								Nine Months Ended March 31, 2026 (Reclassified)
Net sales		Net sales		$	184,252			$	—							$	184,252
Cost of sales		Cost of goods sold			150,268				3,617				(a	)			153,885
Selling and marketing					—				5,491				(b	)			5,491
General and administrative					—				16,025				(b	)			20,991
									4,966				(c	)
		Selling, general and administrative expenses			25,133				(3,617	)			(a	)			—
									(21,516	)			(b	)
		Merger related costs			4,966				(4,966	)			(c	)			—
Interest income		Interest income, net			1,144				—								1,144
Income tax expense		Income tax provision			2,079				—								2,079

(a) On its historical consolidated statement of operations, Marine Products presented $3.6 million of warranty expense within selling, general and administrative expenses. This reclassification adjustment is to present this amount within cost of sales in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

(b) On its historical consolidated statement of operations, Marine Products presented $5.5 million of selling and marketing expense and $16.0 million of general and administrative expense within selling, general and administrative expenses. This reclassification adjustment is to present these amounts in separate line items in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

(c) On its historical consolidated statement of operations, Marine Products presented $5.0 million of merger related costs as a separate line item. This reclassification adjustment is to present this amount within general and administrative expenses in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

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Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended June 30, 2025

Fiscal Year End Alignment

The historical statement of operations information of Marine Products for the twelve months ended June 30, 2025, has been derived as follows:

(Dollar amounts in thousands)		Year Ended December 31, 2024 (Historical)				Less: Six Months Ended June 30, 2024 (Historical)				Plus: Six Months Ended June 30, 2025 (Historical)				Twelve Months Ended June 30, 2025 (1) (Historical Aligned)
Net sales		$	236,555			$	138,887			$	126,700			$	224,368
Cost of goods sold			191,057				111,729				102,838				182,166
Gross profit			45,498				27,158				23,862				42,202
Selling, general and administrative expenses			27,376				16,166				16,438				27,648
Gain on disposition of assets, net			(144	)			—				—				(144	)
Operating income			18,266				10,992				7,424				14,698
Interest income, net			2,876				1,730				918				2,064
Income before income taxes			21,142				12,722				8,342				16,762
Income tax provision			3,289				2,540				1,974				2,723
Net income		$	17,853			$	10,182			$	6,368			$	14,039

(1) The historical consolidated statement of operations of Marine Products for the twelve months ended June 30, 2025, was derived from (i) Marine Products’ consolidated statement of operations for the year ended December 31, 2024, as presented in its Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, less (ii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2024, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025, plus (iii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2025, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025.

Reclassification Adjustments

The following table presents a summary of reclassification adjustments to conform Marine Products’ historical consolidated statement of operations information for the twelve months ended June 30, 2025, with MasterCraft’s historical consolidated statement of operations presentation for the year ended June 30, 2025 (dollar amounts in thousands):

MasterCraft		Marine Products		Marine Products												Marine Products
Consolidated Statement of Operations Line Items (Historical)		Consolidated Statement of Operations Line Items (Historical)		Twelve Months Ended June 30, 2025 (Historical Aligned)				Reclassification Adjustments								Twelve Months Ended June 30, 2025 (Reclassified)
Net sales		Net sales		$	224,368			$	—							$	224,368
Cost of sales		Cost of goods sold			182,166				3,402				(a	)			185,568
Selling and marketing					—				6,193				(b	)			6,193
General and administrative					—				18,053 (144	)			(b (c	)  )			17,909
		Selling, general and administrative expenses			27,648				(3,402 (24,246	)  )			(a (b	)  )			—
		Gain on disposition of assets, net			(144	)			144				(c	)			—
Interest income		Interest income, net			2,064				—								2,064
Income tax expense		Income tax provision			2,723				—								2,723

(a) On its historical consolidated statement of operations, Marine Products presented $3.4 million of warranty expense within selling, general and administrative expenses. This reclassification adjustment is to present this amount within cost of sales in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

(b) On its historical consolidated statement of operations, Marine Products presented $6.2 million of selling and marketing expense and $18.1 million of general and administrative expense within selling, general and administrative expenses. This reclassification adjustment is to present these amounts in separate line items in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

(c) On its historical consolidated statement of operations, Marine Products presented a $0.1 million gain on disposition of assets as a separate line item. This reclassification adjustment is to present this amount within general and administrative in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s presentation.

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Note 4 – Accounting Treatment and Preliminary Purchase Price Allocation

Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their acquisition date fair values, and transaction costs associated with the business combination are expensed as incurred. The excess of merger consideration over the estimated fair value of identifiable assets acquired and liabilities assumed, if any, is allocated to goodwill.

The consideration transferred calculated in accordance with ASC 805 is based on the merger consideration as delineated in the merger agreement and is based on the number of shares of MasterCraft common stock issued multiplied by MasterCraft’s closing share price as of May 14, 2026.

In accordance with ASC 805, MasterCraft will assign fair value to assets acquired and liabilities assumed using best estimates and assumptions as of the closing date of the mergers. The determination of the estimated fair value of assets acquired requires significant judgment and often involves the use of various estimates and assumptions. To determine the preliminary estimate of fair values of assets acquired and liabilities assumed, MasterCraft used benchmark studies in addition to the historical audited balance sheet of Marine Products as of March 31, 2026, collectively with the consequential tax effects of the mergers.

The estimated fair values and purchase price allocation are preliminary. A final determination of the fair value of assets acquired, including any identifiable intangible assets, and liabilities assumed will be performed within one year of the mergers’ closing date. Since the unaudited pro forma financial information has been prepared based on preliminary fair values, the final amounts may differ materially from the information presented herein.

Merger Consideration

The following table presents the merger consideration:

(Dollar amounts in thousands, except share and per share data)		Amount
Shares of Marine Products common stock (1)			34,863,738
Exchange ratio			0.232
Shares of MasterCraft common stock to be issued			8,088,387
MasterCraft closing share price (2)		$	24.64
Total preliminary stock consideration		$	199,298
Shares of Marine Products common stock (1)			34,863,738
Shares of Assumed RSAs (3)			210,500
Shares of Marine Products common stock and Assumed RSAs			35,074,238
Cash Consideration per share		$	2.43
Total preliminary cash consideration		$	85,230
Total preliminary merger consideration (4)		$	284,528

(1) The shares of Marine Products common stock is based on 34,377,359 shares of Marine Products common stock issued and outstanding as of May 15, 2026 and 486,379 eligible RSAs and PSUs, net Marine Products stock withheld for tax purposes, outstanding as of May 15, 2026.

(2) The value of the shares of MasterCraft common stock issued is based on the publicly quoted closing share price of MasterCraft common stock as of May 14, 2026.

(3) Pursuant to the merger agreement, the holders of the Assumed RSAs are entitled to receive the cash consideration for each Assumed RSA outstanding immediately prior to the mergers.

(4) Total preliminary merger consideration excludes cash payments totaling $5 thousand related to the impact of fractional shares, which is deemed immaterial.

Preliminary Purchase Price Allocation

The following table presents the preliminary purchase price allocation as if the mergers had been completed on March 29, 2026:

(Dollar amounts in thousands)		Preliminary Fair Value
Total merger consideration		$	284,528
Assets
Cash and cash equivalents		$	45,799
Accounts receivable, net of allowance			5,201
Income tax receivable			2,865
Inventories, net			59,236

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(Dollar amounts in thousands)		Preliminary Fair Value
Prepaid expenses and other current assets			4,200
Property, plant and equipment, net			34,659
Other intangible assets, net			84,000
Other long-term assets			5,012
Total assets		$	240,972
Liabilities
Accounts payable		$	14,490
Accrued expenses and other current liabilities			15,000
Deferred income taxes			18,090
Other long-term liabilities			1,654
Total liabilities		$	49,234
Net assets		$	191,738
Goodwill		$	92,790

Note 5 – Transaction Accounting Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 29, 2026

The unaudited pro forma condensed combined balance sheet as of March 29, 2026, reflects the following adjustments:

a) Reflects a decrease to cash and cash equivalents of $90.7 million as a result of the payment of cash consideration, a decrease of $4.5 million related to transaction costs (primarily legal and professional services fees) not reflected in the historical financial statements that MasterCraft expects to incur related to the mergers, with a corresponding decrease to retained earnings, and a decrease of $1.0 million for a six-year, prepaid “tail” policy for D&O liability insurance and fiduciary liability insurance, which was required to be obtained by Marine Products prior to the closing of the mergers.

b) Represents the preliminary fair value adjustment of $4.1 million to inventories, net, which considers net realizable value for work-in-process and finished goods.

c) Reflects an increase to prepaid expenses and other current assets of $1.0 million related to the six-year, prepaid “tail” policy for D&O liability insurance and fiduciary liability insurance further described in Note 5(a).

d) Represents the adjustment to property, plant and equipment, net, to reflect the preliminary fair value of $12.3 million for assets acquired in connection with the mergers. Refer to Note 5(j) for details of acquired property, plant and equipment.

e) Reflects preliminary goodwill as a result of the mergers of $92.8 million and the elimination of Marine Products’ historical goodwill of $3.3 million. The goodwill is not expected to be deductible for tax purposes.

f) Represents the adjustment to other intangible assets, net to reflect the preliminary fair value of $84.0 million for identifiable intangible assets acquired in connection with the mergers and the elimination of historical intangible assets related to prior acquisitions of $0.5 million. Refer to Note 5(l) for details of acquired identifiable intangible assets.

g) Represents a decrease of $23.0 million to deferred income taxes due to an increase in deferred tax liabilities related to the estimated impact of purchase price adjustments in connection with the mergers. As a result of this adjustment, the ending balance reflects a $0.5 million net deferred tax liability and has been reclassified to other long-term liabilities.

h) Represents the adjustments to equity, which are summarized in the table below:

(Dollar amounts in thousands)		Common Stock				Additional Paid-in Capital				Retained Earnings
Elimination of historical Marine Products’ equity		$	(3,523	)		$	—			$	(114,533	)
Issuance of MasterCraft common stock in connection with the mergers (Note 4)			81				199,217				—
Estimated transaction costs (Note 5(a))			—				—				(4,497	)
Total pro forma adjustments		$	(3,442	)		$	199,217			$	(119,030	)

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Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended March 29, 2026, and the Year Ended June 30, 2025

The unaudited pro forma condensed combined statements of operations for the nine months ended March 29, 2026, and the year ended June 30, 2025, reflect the following adjustments:

i) Reflects an increase to cost of sales of $4.1 million for the year ended June 30, 2025, related to the amortization of the inventory fair value adjustment further described in Note 5(b). MasterCraft will recognize the increased value of inventories in cost of sales as the inventory is sold. For purposes of the unaudited pro forma condensed combined statements of operations, it is assumed that the increased value of inventories will be recognized in cost of sales within the first year following the mergers.

j) Reflects the incremental depreciation expense related to the fair value step-up in property, plant and equipment acquired further described in Note 5(d), which is calculated as follows:

								Cost of Sales
(Dollar amounts in thousands)		Preliminary Fair Value				Estimated Useful Life (Years)		Nine Months Ended March 29, 2026				Year Ended June 30, 2025
Land		$	1,788			N/A		$	—			$	—
Land improvements			554			2			208				277
Buildings and improvements			21,622			18			901				1,201
Machinery and equipment			9,306			5-6			1,273				1,697
Furniture and fixtures			1,389			5			209				278
Total property, plant and equipment at pro forma fair value		$	34,659					$	2,348			$	3,453
Less: Marine Products historical property, plant and equipment, net and depreciation expense			(22,357	)					(2,348	)			(2,978	)
Total pro forma adjustments to depreciation expense		$	12,302					$	243			$	475

k) Reflects increases to general and administrative expense related to non-recurring transaction costs (primarily legal and professional services fees) not reflected in the historical financial statements that MasterCraft expects to incur related to the mergers and amortization of the prepaid D&O liability and fiduciary liability insurance policy further described in Note 5(a). The adjustments to general and administrative expense are summarized below:

(Dollar amounts in thousands)		Nine Months Ended March 29, 2026				Year Ended June 30, 2025
Estimated transaction costs in connection with the mergers (1)		$	—			$	4,497
Amortization of prepaid D&O and fiduciary liability insurance (Note 5(a))			125				167
Total pro forma adjustments to general and administrative expense		$	125			$	4,664

(1) The estimated transaction costs above are not anticipated to recur beyond twelve months after the closing date of the mergers.

l) Reflects the incremental amortization expense related to identifiable intangible assets further described in Note 5(f), which is calculated as follows:

										Amortization of Other Intangible Assets
(Dollar amounts in thousands)		Preliminary Fair Value				Estimated Useful Life (Years)				Nine Months Ended March 29, 2026				Year Ended June 30, 2025
Dealer network		$	44,200				10			$	3,315			$	4,420
Trade names			39,800				Indefinite				—				—
Total other intangible assets at pro forma fair value		$	84,000							$	3,315			$	4,420
Less: Marine Products historical other intangible assets, net and amortization expense			(465	)							—				—
Total pro forma adjustments to amortization expense		$	83,535							$	3,315			$	4,420

m) Reflects a decrease in income tax expense of $0.8 million for the nine months ended March 29, 2026, and a decrease in income tax expense of $2.5 million for the year ended June 30, 2025, resulting from the income tax impact of pro forma adjustments utilizing a blended statutory rate of 22.9% for the nine months ended March 29, 2026, and the year ended June 30, 2025.

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n) The following table presents the calculation of pro forma basic and diluted earnings per share for the nine months ended March 29, 2026, and the year ended June 30, 2025:

(Dollar amounts in thousands, except share and per share data)		Nine Months Ended March 29, 2026				Year Ended June 30, 2025
Pro forma income per share – basic:
Numerator:
Pro forma income from continuing operations – basic		$	5,538			$	13,554
Denominator:
Historical weighted average outstanding shares – basic, as reported in MasterCraft historical statement of operations			16,147,425				16,428,485
Shares of MasterCraft common stock issued in connection with the mergers (Note 4)			8,088,387				8,088,387
Pro forma weighted average outstanding shares – basic			24,235,812				24,516,872
Pro forma income per share – basic		$	0.23			$	0.55
Pro forma income per share – diluted:
Numerator:
Pro forma income from continuing operations – diluted		$	5,538			$	13,554
Denominator:
Historical weighted average outstanding shares – diluted, as reported in MasterCraft historical statement of operations			16,263,844				16,525,773
Shares of MasterCraft common stock issued in connection with the mergers (Note 4)			8,088,387				8,088,387
Impact of Marine Products RSAs converted to MasterCraft RSAs in connection with the mergers (Note 1) (1)			36,615				36,615
Pro forma weighted average outstanding shares – diluted			24,388,847				24,650,776
Pro forma income per share – diluted		$	0.23			$	0.55

(1) The dilutive impact of Marine Products RSAs to be converted to MasterCraft RSAs in connection with the mergers is calculated based upon 210,500 unvested Marine Products RSAs outstanding as of May 15, 2026, which were converted to MasterCraft RSAs at an exchange ratio per the merger agreement of 0.232 less shares withheld for income taxes.

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