MARINEMAX INC

MARINEMAX INC false 0001057060 0001057060 2026-08-09 2026-08-09 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): August 9, 2026 MarineMax, Inc. (Exact name of registrant as specified in its charter) Florida 1-14173 59-3496957 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 501 Brooker Creek Boulevard Oldsmar , Florida 34677 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (727) 531-1700 N/A (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, par value $0.001 per share HZO The New York Stock Exchange 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 1.01. Entry into a Material Definitive Agreement. The Merger Agreement On August 9, 2026, MarineMax, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, SHM Holdco, LLC, a Delaware limited liability company (“Parent”), and Intrepid Holdco, Inc., a Florida corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Safe Harbor Marinas, LLC (“Safe Harbor Marinas”), a portfolio company of Blackstone Infrastructure Partners L.P. (“Blackstone Infrastructure”). Pursuant to the Merger Agreement and in accordance with the Florida Business Corporation Act, Merger Sub will be merged with and into the Company (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. The Merger Agreement was entered into following a strategic review process directed by the Company’s board of directors (the “Board”). The Board, at a meeting duly called and held, unanimously (i) determined that the Merger Agreement and the Transactions are in the best interests of the Company and its shareholders and declared it advisable that the Company enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Transactions, and (iii) resolved to recommend that the shareholders of the Company entitled to cast votes on such a proposal adopt and approve the Merger Agreement. In connection with its evaluation of the Merger, the Board received the opinion of Wells Fargo Securities, LLC to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, matters considered and limitations set forth therein, the Merger Consideration to be paid to holders of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), (other than shares of Company Common Stock held in treasury or owned by Parent or Merger Sub) is fair, from a financial point of view, to such holders. Merger Consideration On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by the Company or owned, directly or indirectly, by Parent or Merger Sub) will be converted automatically into the right to receive an amount in cash equal to $53.00 per share, without interest (the “Merger Consideration”). Treatment of Equity Awards Pursuant to the Merger Agreement and among other items set forth therein, except as set forth in the Company Disclosure Letter, at the Effective Time: (i) each option to purchase shares of Company Common Stock (“Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of then-remaining shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option; provided that, if a Company Option has a per share exercise price equal to or greater than the Merger Consideration, it will be canceled without consideration and will be of no further force and effect; (ii) each award of restricted stock units of the Company that was not granted subject to performance-based vesting conditions (“Company RSU”) that is outstanding (whether unvested or vested but unpaid) immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (y) the Merger Consideration; and (iii) each award of restricted stock units of the Company that was granted subject to performance-based vesting conditions (“Company PSU”) that is outstanding (whether unvested or vested but unpaid) immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such Company PSU and (y) the Merger Consideration, with the number of shares of Company Common Stock subject to any Company PSU for which the performance period has not been completed as of the Effective Time deemed achieved at the target level of performance. Notwithstanding anything to the contrary in the foregoing, each Company equity-based award granted on or after the date of the Merger Agreement but prior to the Effective Time, will not accelerate vesting at the Closing but will instead, as of the Effective Time, be converted into a cash long-term incentive award representing the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such equity-based award immediately prior to the Effective Time and (y) the Merger Consideration (a “Deferred Cash Award Amount”), which Deferred Cash Award Amount will continue to vest in accordance with its original vesting and payment terms, and will provide for accelerated vesting upon the employee’s termination of employment by the Company without Cause (as such term is defined in the Company’s 2021 Stock-Based Compensation Plan) following the Effective