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): March 31, 2022
OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-39213
| 83-4330138
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6275 Lanier Islands Parkway
Buford, Georgia | | |
| (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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
| | Name of each exchange on which registered |
| | | |
Class A common stock, par value $0.01 per share
| | |
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 7.01 | Regulation FD Disclosure. |
On March 31, 2022, OneWater Marine Inc., a Delaware corporation (the “Company”), issued a press release announcing authorization of the Repurchase Program (defined below). A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
On March 31, 2022, the Company announced that the Board of Directors (the “Board”) of the Company authorized a share repurchase program (the “Repurchase Program”) to allow for the repurchase of up to $50 million of outstanding shares of the Company’s Class A common stock, par value $0.01 per share.
Share repurchases under the Repurchase Program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The timing of the repurchases will depend on market conditions and other considerations. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended, or discontinued at any time. The Company does not intend to execute on the repurchase program until after the release of fiscal 2022 second quarter financial information. For each share of Class A Common Stock the Company repurchases under the Repurchase Program, One Water Marine Holdings, LLC (“OneWater LLC”), the Company’s direct subsidiary, will redeem one common unit of OneWater LLC held by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| | Press Release issued by OneWater Marine Inc., dated March 31, 2022. |
| | | |
| | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 Financial Officer |
| Dated: March 31, 2022 | | |
