Donerail Issues Open Letter Responding to MarineMax Statement and Recent News Reports
Encouraged by MarineMax's Recent Actions to Engage in an Apparent Strategic Review Following Donerail's All-Cash Proposal to Acquire the Company for $35.00 Per Share
Clarifies Timeline of Engagement and Details MarineMax's Prior Instructions for Donerail to Await Board Authorization Before Negotiating NDA
Reaffirms Financing Capabilities, Significant Shareholder Support for a Sale, and Confirms Commitment to Negotiate NDA Immediately to Proceed with Diligence
Reminds Shareholders of Continued Entrenchment and Governance Failures and Reiterates Recommendation to Vote AGAINST CEO Brett McGill at March 3, 2026, Annual Meeting
LOS ANGELES, Feb. 25, 2026 (GLOBE NEWSWIRE) -- The Donerail Group ("Donerail"), one of the largest shareholders of MarineMax, Inc. (NYSE:HZO) ("MarineMax" or the "Company"), beneficially owning over 4% of MarineMax's outstanding shares, today issued an open letter to shareholders of MarineMax.
The full text of the letter follows:
February 25, 2026
Dear Fellow MarineMax Shareholders,
The Donerail Group (together with its affiliates, "Donerail" or "we") is one of MarineMax, Inc.'s ("MarineMax" or the "Company") largest shareholders, and submitted a non-binding proposal on January 13, 2026, which was supplemented on February 1, 2026, to acquire MarineMax for $35.00 per share in cash (the "Proposal"), representing a substantial premium to the unaffected trading price and an opportunity to deliver immediate and certain value to shareholders.
Over the past six weeks, Donerail has acted promptly, transparently, and in good faith to attempt to consummate a transaction, as we further detail below. To that end, we were surprised by MarineMax's public statement on February 24, 2026, which mischaracterized both the timeline and nature of our engagement with the Company, namely that we had failed to address a draft Non-Disclosure Agreement ("NDA") that had been sent to us.
To be clear: notwithstanding the credibility, financing readiness, and seriousness of our Proposal, MarineMax's advisors explicitly communicated to us, as recently as last Friday, February 20, 2026, that the MarineMax Board of Directors (the "Board") had not yet authorized moving forward regarding our Proposal, that no additional action was required by Donerail at that time, and that engaging on NDA terms would be premature until the Board determined whether it wished to proceed. Accordingly, any suggestion that Donerail was unwilling to engage constructively is unequivocally incorrect.
MarineMax's statement yesterday marked the first time the Company indicated a willingness to advance toward execution of an NDA and due diligence. Further, news reports published earlier today on February 25, 2026, detail that the Company has begun engaging with other prospective suitors regarding strategic interest in the Company.
We view these events as constructive and important developments, and we are encouraged that MarineMax apparently has a newfound willingness to proceed toward due diligence and a potential sale of the Company. We believe this increased strategic interest reflects the compelling value opportunity at MarineMax and follows sustained shareholder advocacy and Donerail's publicly disclosed Proposal.
While we are pleased that our Proposal will now have the chance to advance and we will now move expeditiously to negotiate a mutually agreeable NDA, we again highlight our concerns regarding the entrenchment and underperformance that has been witnessed from the Company's CEO, Brett McGill, over the last seven years.
Under Mr. McGill's leadership since becoming CEO in 2018, the Company's earnings per share have declined materially, and over the last half decade, total shareholder returns have significantly underperformed relevant benchmarks.1 Despite this prolonged underperformance, Mr. McGill has sold an overwhelming majority of the equity awarded to him, raising serious concerns regarding alignment with long-term shareholder interests.2
At this critical juncture, we believe MarineMax shareholders deserve leadership that is fully aligned with shareholder value creation and capable of objectively evaluating strategic alternatives. On the other hand, we do not believe Mr. McGill is the appropriate individual to oversee a process intended to maximize value for MarineMax shareholders.
To that end, we urge all shareholders to vote AGAINST Mr. McGill's election at the Company's March 3, 2026, Annual Meeting of Shareholders to send a clear signal to the Board that a fair and bona fide sales process should be undertaken.
For full transparency, a summary of our recent engagement with the Company is provided below:
- On January 13, 2026, we submitted our non-binding proposal to acquire all of the outstanding shares of MarineMax for $35.00 per share in cash;
- On January 23, 2026, we spoke with MarineMax's legal advisors and provided detailed information regarding our Proposal and financing capabilities. At that time, we were informed that MarineMax had not yet retained a financial advisor to evaluate our Proposal, and no financial advisor was present at the meeting, despite our highly credible, high-premium all-cash acquisition proposal having been outstanding for ten days;
- On February 1, 2026, we delivered comprehensive written materials outlining our financing structure, including the provision of equity and debt commitment letters from leading global investment firms, subject to confirmatory due diligence;
- On February 17, 2026, we met with MarineMax's financial advisor, Wells Fargo, and subsequently provided a detailed due diligence request list designed to enable us to expeditiously confirm value and potentially increase our proposed price ahead of the signing of an NDA; and
- On February 20, 2026, we hosted a meeting with our equity financing partner and the Company's advisors to further advance diligence and transaction readiness. During that meeting, we were explicitly told that the Board had not yet authorized moving forward regarding our Proposal, that no additional action was required by Donerail at that time, and to wait for Board approval before taking further action.
At every stage, Donerail has acted with urgency and transparency, while MarineMax's willingness to engage has evolved only recently following sustained shareholder pressure.
As one of MarineMax's largest shareholders and the party that initiated this process, Donerail is uniquely positioned to work constructively with the Company and its stakeholders to complete a transaction efficiently and maximize value for all shareholders.
We stand ready to negotiate an NDA immediately and proceed expeditiously toward confirmatory due diligence and a potential transaction that maximizes value for MarineMax shareholders.
Sincerely,
/s/ William Wyatt
William Wyatt
Managing Partner
The Donerail Group
About Donerail
Founded in 2018, The Donerail Group is a strategic, value-add investor and advisor that partners closely with management teams and boards to unlock shareholder value, combining hands-on engagement with creative capital solutions, bespoke transaction structures, and integrated M&A advisory to drive superior outcomes.
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. DONERAIL IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. DONERAIL IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
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1 Bloomberg.
2 MarineMax Securities and Exchange Commission filings.
CONTACT Nancy Lin (310) 289-2345