Stockholders’ Equity

6 Months Ended

Mar. 31, 2026

Equity [Abstract]

Stockholders’ Equity

Stockholders’ Equity

Equity-Based Compensation

We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,661,754. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

During the six months ended March 31, 2026, the Board approved the grant of 384,472 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2026, subject to continuing employment. As of March 31, 2026, the Company estimated achievement of the performance targets at 100%.

During the six months ended March 31, 2026, the Board approved the grant of 433,157 time-based restricted stock units. Of this amount, 61,343 restricted stock units fully vest on October 1, 2026 and the remaining 371,814 restricted stock units vest in three equal annual installments commencing on October 1, 2026.

Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $2.7 million and $2.0 million of compensation expense for the three months ended March 31, 2026 and 2025, respectively, which includes $1.4 million and $0.8 million of compensation expense for the three months ended March 31, 2026 and 2025, respectively, for performance-based units. The Company recognized $4.7 million and $4.0 million of compensation expense for the six months ended March 31, 2026 and 2025, respectively, which includes $1.9 million and $1.5 million of compensation expense for the six months ended March 31, 2026 and 2025, respectively, for performance-based units.

The following table further summarizes activity related to restricted stock units for the six months ended March 31, 2026:

	Restricted Stock Unit Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at September 30, 2025	657,818	$	25.29
Awarded	817,629	15.82
Vested	(306,767)	25.18
Forfeited	(14,228)	19.30
Unvested at March 31, 2026	1,154,452	$	18.69

As of March 31, 2026, the total unrecognized compensation expense related to outstanding equity awards was $11.4 million, which the Company expects to recognize over a weighted-average period of 1.4 years.

We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. We recognize forfeitures of performance-based restricted stock units and time-based restricted stock units as the forfeitures occur.

Net Loss Per Share

Basic and diluted net loss per share of Class A common stock is computed by dividing net loss attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares.

The following table sets forth the calculation of net loss per share for the three months ended March 31, 2026 and 2025 (in thousands, except per share data):

Net loss per share:	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025
Numerator:
Net loss attributable to OneWater Inc	$	(12,901)	$	(368)
Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net loss per share	16,614		15,968
Effect of dilutive securities:
Restricted stock units	—		—
Employee stock purchase plan	—		—
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share	16,614		15,968
Net loss per share of Class A common stock – basic	$	(0.78)	$	(0.02)
Net loss per share of Class A common stock – diluted	$	(0.78)	$	(0.02)

The following table sets forth the calculation of net loss per share for the six months ended March 31, 2026 and 2025 (in thousands, except per share data):

Net loss per share:	Six Months Ended March 31, 2026		Six Months Ended March 31, 2025
Numerator:
Net loss attributable to OneWater Inc	$	(20,612)	$	(12,339)
Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net loss per share	16,574		15,393
Effect of dilutive securities:
Restricted stock units	—		—
Employee stock purchase plan	—		—
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share	16,574		15,393
Net loss per share of Class A common stock – basic	$	(1.24)	$	(0.80)
Net loss per share of Class A common stock – diluted	$	(1.24)	$	(0.80)

Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):

	Three Months Ended March 31, 2026	Three Months Ended March 31, 2025
Class B common stock	—	345
Restricted Stock Units	106	111
Employee Stock Purchase Plan	5	2
	111	458

	Six Months Ended March 31, 2026	Six Months Ended March 31, 2025
Class B common stock	—	894
Restricted Stock Units	93	112
Employee Stock Purchase Plan	9	6
	102	1,012

On March 30, 2022, the Board approved a share repurchase program up to $50 million. No shares of Class A common stock were repurchased by the Company during the six months ended March 31, 2026. As of March 31, 2026, the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. As of March 31, 2026, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.

Any such share repurchases may be subject to a U.S. federal excise tax. Subject to certain exceptions and adjustments, the amount of the excise tax is generally 1% of the aggregate fair market value of the shares of stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In the past, there have been proposals to increase the amount of the excise tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any change would take effect.

Employee Stock Purchase Plan

At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration.

The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 612,434 additional shares of the Company’s Class A common stock may be issued under the ESPP as of March 31, 2026, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.

The Company recorded equity-based compensation for the ESPP of $0.1 million during the three months ended March 31, 2026 and 2025 and $0.2 million and $0.3 million during the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and September 30, 2025, the Company had current liabilities of $0.2 million for future purchases of shares under the ESPP. During the six months ended March 31, 2026 and 2025, 47,463 and 36,167 shares were issued under the ESPP at an average share price of $9.20 and $14.77, respectively.

We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

The following are the assumptions used for the periods ended March 31, 2026 and 2025:

	2026		2025
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	3.6 - 4.3%		4.3 - 5.4%
Volatility	52.4 - 68.0%		55.0 - 65.5%
Expected life	Six months		Six months

Distributions

During the six months ended March 31, 2025, the Company made distributions to OneWater Unit Holders for certain permitted tax payments. No distributions were made during the six months ended March 31, 2026.

Non-Controlling Interest

As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries. Prior to March 31, 2025, OneWater Inc reported non-controlling interests attributable to the portion of OneWater LLC Units not owned by OneWater Inc. Holders of OneWater LLC Units could exchange their LLC Units, together with the cancellation of an equal number of shares of Class B common stock of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC's election, cash. During the year ended September 30, 2025, the remaining OneWater LLC Units were exchanged for 1,429,940 shares of Class A common stock of OneWater Inc., and the corresponding remaining 1,429,940 shares of Class B common stock of OneWater Inc. were canceled. As of September 30, 2025 and March 31, 2026, OneWater Inc owns 100.0% of the economic interest of OneWater LLC and, accordingly, going forward will no longer report a non-controlling interest related to OneWater LLC Units.