MARINE PRODUCTS CORP 8-K

What Happened
Marine Products Corporation (MPX) announced on February 5, 2026 that it entered into a definitive Agreement and Plan of Merger with MasterCraft Boat Holdings, Inc. Under the agreement, MPX will be combined into MasterCraft through two back-to-back mergers; at the closing each share of Marine Products common stock will be converted into 0.232 shares of MasterCraft common stock plus $2.43 in cash. The filing states the transaction requires shareholder approvals, regulatory clearances (including Hart-Scott-Rodino), effectiveness of a Form S-4 registration, Nasdaq listing approval for the MasterCraft shares to be issued, and other customary closing conditions.

Key Details

• Deal date: Merger Agreement signed February 5, 2026. Outside termination date: August 5, 2026 (may be extended to November 5, 2026).
• Merger consideration: 0.232 shares of MasterCraft common stock plus $2.43 cash per share of Marine Products common stock.
• Employee awards: Outstanding restricted stock awards accelerate and will be treated like common shares for consideration; 2026 employee RSAs assumed by MasterCraft convert to MasterCraft RSAs with double‑trigger change‑in‑control vesting; unvested PSUs vest at target (if performance period incomplete) or at actual (if complete).
• Governance & support: MasterCraft will expand its board from seven to ten directors and add Timothy Rollins, Callum Macgregor and Steven Lewis. A Voting Agreement was signed with specified MPX stockholders who together hold ~69.1% of voting power and agreed to support the merger (subject to certain caps).
• Termination fee: $11.6 million payable in specified circumstances.
• Post-closing: Marine Products common stock will be delisted from the NYSE and deregistered under the Exchange Act upon closing.

Why It Matters
For Marine Products shareholders, the transaction replaces publicly traded MPX shares with a mix of MasterCraft stock and cash, and MPX will no longer be listed or registered after closing, which affects liquidity and how shareholders hold or trade their interest. The substantial voting support (~69.1%) and the voting agreement make shareholder approval more likely, but the deal still requires regulatory clearances, Form S-4 effectiveness and stock exchange listing approval for the MasterCraft shares. Employee equity treatment and governance changes are addressed in the agreement, and an $11.6 million termination fee and customary closing conditions outline risks and protections for both parties. Investors should review the future Form S-4 / joint proxy statement when filed for full details before making voting or investment decisions.