MasterCraft Boat Holdings, Inc.

false 0001638290 0001638290 2026-05-15 2026-05-15 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): 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 Not Applicable (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 Name of 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. ☐ Introductory Note On May 15, 2026 (the “Closing Date”), MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), completed the transactions (the “Transactions”) contemplated by that certain Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”), by and among MasterCraft, Titan Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of MasterCraft (“Merger Sub 1”), Titan Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of MasterCraft (“Merger Sub 2”), and Marine Products Corporation, a Delaware corporation (“Marine Products”), whereby (i) Merger Sub 1 merged with and into Marine Products (the “First Merger”), with Marine Products surviving the First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products merged with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of MasterCraft. Item 2.01 Completion of Acquisition or Disposition of Assets. As described in the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference, pursuant to the terms of the Merger Agreement, the Transactions were completed on the Closing Date. At the effective time of the First Merger (the “First Effective Time”), each share of Marine Products common stock issued and outstanding immediately prior to the First Effective Time, except for shares held by MasterCraft or Marine Products, or their direct or indirect subsidiaries was converted automatically into the right to receive (i) 0.232 shares of MasterCraft common stock and (ii) $2.43 in cash, without interest (the “Merger Consideration”). Merger Consideration was not paid with respect to (i) shares of Marine Products common stock directly owned by Marine Products, any subsidiary of Marine Products, MasterCraft, Merger Sub 1 or Merger Sub 2 immediately prior to First Merger, each of which was canceled upon the completion of the First Merger, (ii) dissenting shares, and (iii) certain Marine Products restricted stock awards that were awarded in 2026 and are held by employees who remain with the combined company. No fractional shares of MasterCraft common stock were issued in connection with the First Merger. The total number of shares that each of the Marine Products stockholders received in the First Merger were rounded down to the nearest whole number, and each Marine Products stockholder received cash payable in lieu of any fractional share of MasterCraft common stock to which they otherwise would have been entitled. Additionally, concurrent with the execution of the Merger Agreement, on February 5, 2026, MasterCraft entered into a stockholders agreement (the “Stockholders Agreement”) with certain stockholders of Marine Products (the “Specified Stockholders”) and a registration rights agreement (the “Registration Rights Agreement”) with LOR, Inc., an entity affiliated with the Specified Stockholders, each of which is in effect as of the Closing Date. The Stockholders Agreement provides for, among other things, certain transfer restrictions and governance arrangements. From the Closing Date and until the expiration date defined therein, the Specified Stockholders have the right to nominate up to two directors (one “Family Designee” (initially Timothy Rollins) and one “Independent Designee” (initially Callum Macgregor)) while the Specified Stockholders beneficially own at least 15% of the total voting power of the MasterCraft common stock, and one Family Designee while the Specified Stockholders beneficially own at least 10% but less than 15% of the total voting power of the MasterCraft common stock. Further, from the Closing Date until the earlier of (i) the second anniversary of the Closing Date and (ii) the date on which the Specified Stockholders cease to beneficially own, in the aggregate, at least 15% of the total voting power of the MasterCraft common stock (the “Standstill Termination Date”), the Specified Stockholders have agreed to certain voting commitments and standstill restrictions. The Stockholders Agreement terminates automatically upon the last to occur of the first anniversary of the Closing Date, the “expiration date” (defined by ownership thresholds) and the Standstill Termination Date. The Registration Rights Agreement provides, among other things, LOR, Inc. and certain of its affiliates (collectively, the “Selling Stockholders”) and their permitted transferees the right to require, subject to certain conditions and limitations, MasterCraft to register for resale all MasterCraft securities held by such stockholders no later than 120 days following the Closing Date, and also provides customary piggy back registration rights with respect to registrations initiated by MasterCraft. The foregoing summary of the Merger Agreement and Mergers, the Stockholders Agreement and the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, the Stockholders Agreement and the Registration Rights Agreement which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, and incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In accordance with the Merger Agreement and following the First Effective Time, MasterCraft’s board of directors (the “MasterCraft Board”) was increased from a total of seven directors to a total of ten directors, including two former members of the Marine Products board of directors. The three vacancies on the MasterCraft Board were filled by the addition of Mr. Rollins, Mr. Macgregor and Stephen E. Lewis (collectively, the “Director Designees”) to the MasterCraft Board, each