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): February 219, 2026

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OneWater Marine Inc.

(Exact name of registrant as specified in its charter)

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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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On February 2, 2026 (the “Closing Date”),~~ OneWater Marine Inc. (the “Company”) ~~entered~~held ~~into~~its ~~and~~2026 ~~consummated~~Annual aMeeting ~~Securities~~of ~~Purchase~~Stockholders ~~Agreement~~ (the “~~Purchase~~Annual ~~Agreement~~Meeting”) ~~with~~on ~~Recochem~~February ~~Inc~~19, 2026. ~~(the~~As ~~“Buyer”)~~of ~~pursuant~~December to29, ~~which~~2025, the ~~Company~~record ~~sold~~date for the ~~equity~~Annual ~~interests~~Meeting, in16,565,981 ~~Ocean~~shares ~~Bio‑Chem~~of ~~Holdings~~Class A common stock, ~~Inc~~par value $0.01 per share (“~~Ocean~~Class ~~Bio‑Chem~~A Common Stock”) ~~for~~and anzero ~~estimated~~shares ~~cash~~of ~~purchase~~the ~~price~~Company’s ofClass ~~approximately~~B common stock, par value $~~50.~~0 ~~million~~.01 ~~This~~per ~~reflects~~share a(together ~~base~~with ~~purchase~~Class ~~price~~A ofCommon ~~$55.0 million~~Stock, ~~less~~the an“Common ~~estimated~~Stock”) $5were outstanding and entitled to vote at the Annual Meeting.0 ~~million~~Each share of ~~working~~Common ~~capital~~Stock ~~and~~was ~~other~~entitled ~~adjustments~~to ~~applied~~one vote on all matters voted upon at the ~~closing~~Annual Meeting. A summary of the ~~transactions~~matters ~~contemplated~~voted upon by the ~~Purchase~~stockholders ~~Agreement,~~and ~~with~~the a final ~~working~~voting ~~capital~~results ~~true‑up~~for toeach besuch ~~determined~~matter ~~120~~are ~~days~~set ~~after~~forth below. The proposals are described further in the ~~Closing~~Company’s ~~Date.~~definitive ~~Proceeds~~proxy ~~from~~statement, filed with the ~~transaction~~Securities ~~will~~and ~~be used~~Exchange toCommission ~~repay~~on aJanuary ~~portion~~9, of2026, for the ~~Company's~~Annual ~~outstanding debt~~Meeting.

~~The~~1. Each ~~Purchase~~of ~~Agreement~~the ~~contains~~following ~~customary~~persons ~~representations~~was ~~and~~duly ~~warranties,~~elected ~~and~~by the Company’s ~~and~~stockholders until the ~~Buyer~~2027 ~~have~~annual ~~agreed~~meeting toof ~~customary~~stockholders ~~covenants~~and ~~relating~~until totheir ~~the~~successors ~~sale.~~are ~~Both~~duly ~~the~~elected ~~Company~~ and ~~Buyer~~qualified, ~~have~~subject ~~agreed~~ to ~~indemnify~~their ~~the~~earlier ~~other~~resignation, ~~party~~removal ~~for~~or ~~losses arising from certain breaches of covenants contained in the Purchase Agreement and other liabilities~~death, ~~subject~~with tovotes ~~certain~~as ~~limitations.~~ follows:

Truist Securities served as the Company’s financial advisor and Butler Snow LLP served as counsel to the Company.


NOMINEE	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Anthony Aisquith	10,554,931	7,243	2,387	4,752,292
Carmen R. Bauza	10,492,490	23,282	48,789	4,752,292
Daniel J. Englander	10,551,357	11,650	1,554	4,752,292
Bari A. Harlam	10,485,450	74,255	4,856	4,752,292
Jeffrey B. Lamkin	10,549,560	13,448	1,553	4,752,292
J. Steven Roy	10,489,939	25,389	49,233	4,752,292
John F. Schraudenbach	10,134,069	428,939	1,553	4,752,292
P. Austin Singleton	10,548,031	14,976	1,554	4,752,292
John G. Troiano	10,495,677	66,829	2,055	4,752,292

2. The ~~foregoing~~advisory ~~description~~(non-binding) ofvote ~~the~~on ~~Purchase~~a ~~Agreement~~resolution ~~is qualified in its entirety by reference~~ to approve the ~~full~~compensation ~~text~~ of the ~~Purchase~~Company’s ~~Agreement,~~named aexecutive ~~copy~~officers, ofwas ~~which~~approved isby ~~filed~~the asstockholders, ~~Exhibit~~with ~~10.1~~votes toas ~~this~~follows: ~~Current Report on Form 8-K and incorporated into this Item 1.01 by reference.~~

The Purchase Agreement governs the contractual rights between the parties in relation to the sale of Ocean Bio-Chem. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Purchase Agreement and is not intended to provide, modify or supplement any information about the Company, Ocean Bio-Chem, the Buyer or any of their respective subsidiaries or affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, Ocean Bio-Chem or the Buyer. The representations and warranties contained in the Purchase Agreement have been negotiated with the principal purpose of establishing the circumstances in which a party may have the right not to consummate the Closing if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws to investors or security holders. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information and the information in the Purchase Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in its public reports filed with the Securities and Exchange Commission (the "SEC"). Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
8,257,439	2,257,439	49,683	4,752,292

~~Item 2~~3.01 ~~Completion~~The appointment of ~~Acquisition~~Grant orThornton ~~Disposition~~LLP ofas ~~Assets.~~the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, was ratified by the stockholders, with votes as follows:

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
15,208,004	68,794	40,055	0

~~The~~No ~~unaudited~~other ~~pro~~matters ~~forma~~were ~~condensed~~submitted ~~consolidated~~for ~~financial~~stockholder ~~statements~~action ofat the ~~Company~~Annual ~~as of and for the year ended September 30, 2025 are set forth in Exhibit 99~~Meeting.~~1 hereto and are incorporated herein by reference.~~

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K, including the pro forma financial statements attached hereto, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding the sale of Ocean Bio-Chem and the pro forma results or projections and underlying assumptions. 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,” “guidance” 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 are detailed in our filings with the SEC, 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 in other documents the Company 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.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, the unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2025 and the related notes are filed as Exhibit 99.1 and are incorporated herein by reference.

(d) Exhibits.

Exhibit Number						Description
*10.1¥#						Securities Purchase Agreement, dated as of February 2, 2026, by and among OneWater Marine Inc., Ocean Bio-Chem Holdings, Inc. and Recochem Inc.
*99.1						Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the year ended September 30, 2025.
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 confidential information contained in this agreement has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is both not material and would likely cause competitive harm to the Company if publicly disclosed. 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: February 6, 2026
Dated: February 19, 2026

Filing Compare · OneWater Marine Inc.