Amendment: SEC Form 10-K/A filed by MarineMax Inc. (FL)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 1

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2024

Commission File Number 1-14173

MarineMax, Inc.

(Exact Name of Registrant as Specified in Its Charter)

501 Brooker Creek Boulevard, Oldsmar, Florida 34677

(727) 531-1700

(Address, including zip code, and telephone number, including area code, of principal executive offices)

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of common stock held by non-affiliates of the registrant (21,441,854 shares) based on the closing price of the registrant’s common stock as reported on the New York Stock Exchange on March 31, 2024, which was the last business day of the registrant’s most recently completed second fiscal quarter, was $713,156,064. For purposes of this computation, all officers and directors of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers and directors are, in fact, affiliates of the registrant.

As of November 12, 2024, there were outstanding 22,594,565 shares of the registrant’s common stock, par value $.001 per share.

MARINEMAX, INC.

ANNUAL REPORT ON FORM 10-K/A

Amendment No. 1

Fiscal Year Ended September 30, 2024

TABLE OF CONTENTS

Explanatory Note

EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on Form 10-K (this “Amendment”) amends our previously filed Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on November 14, 2024 (the “Original Form 10-K”). This Amendment is being filed solely to include certain XBRL Interactive Data that was inadvertently omitted in the Original Form 10-K due to an administrative error. The omitted XBRL Interactive Data did not relate to any financial information included in the Original Form 10-K. This Amendment includes a disclosure in Item 10 of Part III that was included in the Original Form 10-K and a disclosure in Item 11 of Part III that was incorporated by reference into the Original Form 10-K from our Proxy Statement, filed with the SEC on January 3, 2025. Such disclosures are included in this Amendment solely to facilitate required tagging of XBRL Interactive Data and have not been amended, updated or restated herein.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The text below is included in this Amendment solely for the purpose of facilitating required XBRL Interactive Data tagging and does not otherwise amend, update or restate the information contained in, or incorporated by reference into, Item 10 of the Original Form 10-K:

The Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities that applies to its officers, directors and employees as well as other covered persons. The Company believes its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Item 11. Executive Compensation

The text below is included in this Amendment solely for the purpose of facilitating required XBRL Interactive Data tagging and does not otherwise amend, update or restate the information contained in, or incorporated by reference into, Item 11 of the Original Form 10-K:

PART IV

Item 15. Exhibits, Financial Statement Schedules

No financial statements or supplemental data are filed with this report on Form 10-K/A. See Financial Statements and Financial Statement Schedules in the Original Form 10-K.

The exhibits listed below are filed as a part of this Amendment No. 1 to Annual Report on Form 10-K.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 24, 2025