MasterCraft Boat Holdings, Inc.

false 0001638290 0001638290 2026-05-01 2026-05-01 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 1, 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. ☐ Item 8.01. Other Events. Supplement to Joint Proxy Statement/Prospectus As previously disclosed, on February 5, 2026, MasterCraft Boat Holdings, Inc., a Delaware corporation (“ MasterCraft ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Marine Products Corporation (“ Marine Products ”), Titan Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of MasterCraft (“ Merger Sub I ”), Titan Merger Sub 2, LLC., a Delaware limited liability company and a wholly owned, direct subsidiary of MasterCraft (“ Merger Sub II ”), and Marine Products. The Merger Agreement, among other things, provides for the combination of MasterCraft and Marine Products in a stock-and-cash transaction whereby (i) Merger Sub I will merge 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 will merge with and into Merger Sub II (the “ Second Merger ” and, together with the First Merger, the “ Mergers ”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft. On March 16, 2026, MasterCraft filed a registration statement on Form S-4 (the “ Registration Statement ”) with the Securities and Exchange Commission (“ SEC ”), which includes a prospectus with respect to the shares of MasterCraft’s common stock to be issued in the First Merger and a joint proxy statement for MasterCraft’s and Marine Products’ respective shareholders. The Registration Statement was declared effective on March 27, 2026, and on April 2, 2026, MasterCraft filed a final prospectus and Marine Products filed a definitive proxy statement (together, the “ Joint Proxy Statement/Prospectus ”). MasterCraft and Marine Products commenced mailing the Joint Proxy Statement/Prospectus to their respective stockholders of record on or about April 6, 2026. Marine Products has received demand letters from purported Marine Products stockholders alleging, among other things, that the Joint Proxy Statement/Prospectus misrepresents and/or omits certain purportedly material information with respect to the Mergers (collectively, the “ Demand Letters ”). On April 22, 2026, two purported Marine Products stockholders filed two substantively identical complaints in the Supreme Court of the State of New York, County of New York, against Marine Products and the members of the Marine Products board. These complaints are captioned Jones v. Marine Products Corporation, et al., No. 652386/2026 and Morgan v. Marine Products Corporation, et al., No. 652434/2026 (the “ Complaints ”). The Complaints assert New York common law claims for negligence and negligent misrepresentation and concealment based on allegedly false and misleading statements in the Joint Proxy Statement/Prospectus, and they seek to enjoin or rescind the Mergers and recover attorneys’ and experts’ fees and expenses. MasterCraft believes that the disclosures set forth in the Joint Proxy Statement/Prospectus comply fully with applicable law, denies the allegations in the pending Complaints and Demand Letters and believes no further disclosure is required to supplement the Joint Proxy Statement/Prospectus under applicable laws. However, solely to moot the claims in the Demand Letters and Complaints and to minimize the costs, burden, nuisance, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, MasterCraft has determined to voluntarily supplement the disclosures contained in the Joint Proxy Statement/Prospectus with the disclosures set forth in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. It is possible that additional, similar complaints may be filed, that the complaints described above may be amended or that additional demand letters will be received by MasterCraft and/or Marine Products. If this occurs, MasterCraft does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by law. The MasterCraft board continues to unanimously recommend that MasterCraft stockholders vote “ FOR ” the share issuance proposal and “ FOR ” the MasterCraft adjournment proposal, as each is defined in the Joint Proxy Statement/Prospectus. SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS MasterCraft is providing additional information regarding the Joint Proxy Statement/Prospectus to its stockholders. These disclosures should be read in connection with, and should be deemed made as of the date of, the Joint Proxy Statement/Prospectus, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. Defined terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus. Paragraph and page references used herein refer to the Joint Proxy Statement/Prospectus before any additions or deletions resulting from the supplemental disclosures. The disclosure in the section entitled “Summary — Interests of Directors and Executive Officers in the Mergers — Interests of Marine Products Directors and Executive Officers in the Mergers” is hereby supplemented by amending and restating the second sentence of the first paragraph of this section on page 28 of the Joint Proxy Statement/Prospectus as follows (with deleted text bold and stricken-through): These interests may include, among others, treatment of outstanding Marine Products equity awards in connection with the transactions contemplated by the merger agreement, fees for each meeting of the