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): ~~February~~May 41, 2026

MasterCraft Boat Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37502	06-1571747
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
100 Cherokee Cove Drive
Vonore, Tennessee		37885
(Address of Principal Executive Offices)		(Zip Code)



100 Cherokee Cove Drive
Vonore, Tennessee		37885
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 423 884-2221

(Former Name or Former Address, if Changed Since Last Report)

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:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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 Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock

MCFT

The Nasdaq Stock Market

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Agreement~~Supplement ~~and~~to ~~Plan~~Joint ofProxy ~~Merger~~Statement/Prospectus

OnAs previously disclosed, on February 5, 2026, MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Marine Products Corporation (“Marine Products”), Titan Merger Sub 1, Inc., a Delaware corporation and a ~~direct~~ wholly owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan Merger Sub 2, LLC., a Delaware limited liability company and a ~~direct~~ wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”), and Marine Products. ~~Corporation~~The Merger Agreement, among other things, provides for the combination of MasterCraft and Marine Products in a ~~Delaware~~stock-and-cash ~~corporation~~transaction whereby (“i) Merger Sub I will merge with and into Marine Products (the “First Merger”), ~~entered~~with ~~into~~Marine anProducts ~~Agreement~~surviving ~~and~~the ~~Plan~~First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products will merge with and into Merger Sub II (the “Second Merger” ~~Agreement~~and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft.

~~The~~On ~~Merger~~March 16, ~~Agreement~~2026, ~~among~~MasterCraft ~~other~~filed ~~things,~~a ~~provides~~registration ~~for~~statement ~~the~~on ~~combination~~Form ofS-4 ~~MasterCraft~~(the ~~and~~“Registration ~~Marine~~Statement”) ~~Products~~with inthe aSecurities ~~stock-~~and~~-cash~~ ~~transaction~~Exchange ~~whereby~~Commission (i“SEC”) ~~Merger~~, ~~Sub~~which Iincludes ~~will~~a ~~merge~~prospectus with ~~and~~respect ~~into~~to ~~Marine~~the ~~Products~~shares ~~(the~~of ~~“First~~MasterCraft’s ~~Merger”),~~common ~~with~~stock ~~Marine~~to ~~Products~~be ~~surviving~~issued in the First Merger asand a ~~direct~~joint ~~wholly~~proxy ~~owned~~statement ~~subsidiary~~for of MasterCraft,’s and ~~(ii) immediately following the First Merger,~~ Marine Products’ ~~will~~respective ~~merge~~shareholders. ~~with~~The ~~and~~Registration ~~into~~Statement ~~Merger~~was ~~Sub~~declared IIeffective ~~(the~~on ~~“Second~~March 27, ~~Merger”~~2026, and, ~~together~~on ~~with the First Merger~~April 2, ~~the “Mergers”)~~2026, ~~with~~MasterCraft ~~Merger~~filed ~~Sub~~a IIfinal ~~surviving~~prospectus ~~the~~and ~~Second~~Marine ~~Merger~~Products asfiled a ~~wholly~~definitive ~~owned~~proxy ~~subsidiary~~statement of(together, ~~MasterCraft.~~the ~~The~~“Joint ~~transactions~~Proxy ~~contemplated~~Statement/Prospectus”). byMasterCraft ~~the~~and ~~Merger~~Marine ~~Agreement,~~Products ~~including~~commenced mailing the ~~Mergers,~~Joint ~~are~~Proxy ~~referred~~Statement/Prospectus to ~~herein~~their asrespective ~~the~~stockholders ~~“Transactions” and the consummation~~ of ~~the~~record ~~Transactions~~on isor ~~referred~~about toApril 6, ~~herein as the “Closing”~~2026.

~~Merger~~Marine ~~Consideration~~Products has received demand letters from purported Marine Products stockholders alleging, among other things, that the Joint Proxy Statement/Prospectus misrepresents and/or omits certain purportedly material information with respect to the Mergers (collectively, the “Demand Letters”). On April 22, 2026, two purported Marine Products stockholders filed two substantively identical complaints in the Supreme Court of the State of New York, County of New York, against Marine Products and the members of the Marine Products board. These complaints are captioned Jones v. Marine Products Corporation, et al., No. 652386/2026 and Morgan v. Marine Products Corporation, et al., No. 652434/2026 (the “Complaints”). The Complaints assert New York common law claims for negligence and negligent misrepresentation and concealment based on allegedly false and misleading statements in the Joint Proxy Statement/Prospectus, and they seek to enjoin or rescind the Mergers and recover attorneys’ and experts’ fees and expenses.

~~Upon~~MasterCraft ~~the~~believes ~~terms~~that ~~and subject to~~ the ~~conditions~~disclosures set forth in the ~~Merger~~Joint ~~Agreement,~~Proxy atStatement/Prospectus ~~the~~comply ~~effective~~fully ~~time~~with ofapplicable ~~the~~law, ~~First~~denies ~~Merger (~~the ~~“First~~allegations ~~Effective~~in ~~Time”),~~the ~~each~~pending ~~share~~Complaints ofand ~~Marine~~Demand ~~Products~~Letters ~~common~~and ~~stock,~~believes ~~par~~no ~~value~~further ~~$0.10~~disclosure ~~per~~is ~~share~~required ~~(“Marine Products Common Stock”), will be converted into the right~~ to ~~receive~~supplement ~~0.232 shares (~~the ~~“Stock~~Joint ~~Consideration”)~~Proxy ofStatement/Prospectus ~~MasterCraft~~under ~~common~~applicable ~~stock, par value $0~~laws.01 ~~per~~However, ~~share~~solely ~~(“MasterCraft~~to ~~Common~~moot ~~Stock”)~~the ~~and~~claims ~~$2.43~~ in ~~cash,~~the ~~without~~Demand ~~interest~~Letters ~~(the~~and ~~“Cash~~Complaints ~~Consideration”~~ and, ~~together~~to ~~with~~minimize the ~~Stock~~costs, ~~Consideration~~burden, ~~the~~nuisance, ~~“Merger~~risks ~~Consideration”).~~and uncertainties

~~Treatment~~ inherent in litigation, and without admitting any liability or wrongdoing, MasterCraft has determined to voluntarily supplement the disclosures contained in the Joint Proxy Statement/Prospectus with the disclosures set forth in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of ~~Marine~~the ~~Products~~legal ~~Equity~~necessity ~~Awards~~or materiality under applicable laws of any of the disclosures set forth herein.

~~Immediately~~It ~~prior~~is topossible ~~the~~that ~~First Effective Time~~additional, ~~each~~similar ~~outstanding~~complaints ~~Marine~~may ~~Products restricted stock award (“RSAs”) will accelerate and vest in full and~~ be ~~treated in the same manner as shares of Marine Products Common Stock for purposes of receiving the Merger Consideration~~filed, ~~except~~ that ~~RSAs awarded in 2026 and held by employees who continue with~~ the ~~combined~~complaints ~~company~~described ~~following~~above ~~the~~may ~~Closing~~be ~~(the~~amended ~~“Assumed~~or ~~RSAs”) will convert into MasterCraft RSAs, with the same time-vesting restrictions as the existing RSAs, provided~~ that ~~the~~additional ~~Assumed~~demand ~~RSAs~~letters will ~~also~~be ~~include~~received ~~double-trigger~~by ~~change-in-control~~MasterCraft ~~vesting~~and/or ~~provisions following the Mergers. In addition, each unvested~~ Marine Products. ~~performance~~If ~~stock~~this ~~unit~~occurs, ~~(“PSU”)~~MasterCraft ~~with~~does annot ~~incomplete~~intend ~~performance~~to ~~period~~announce ~~as of~~ the ~~Closing~~filing ~~will~~or ~~vest~~receipt ~~based on “target” performance and be treated in the same manner as shares~~ of ~~Marine~~each ~~Products Common Stock for purposes of receiving the Merger Consideration~~additional, ~~while~~similar ~~each~~complaint ~~unvested~~or ~~Marine~~demand ~~Products~~letter ~~PSU~~or ~~with~~any aamended ~~completed~~complaint ~~performance~~unless ~~period~~required asby ~~of the Closing will vest based on “actual” performance and be treated in the same manner as shares of Marine Products Common Stock for purposes of receiving the Merger Consideration~~law.

~~Governance~~The ~~Matters~~MasterCraft board continues to unanimously recommend that MasterCraft stockholders vote “FOR” the share issuance proposal and “FOR” the MasterCraft adjournment proposal, as each is defined in the Joint Proxy Statement/Prospectus.

~~Under~~SUPPLEMENT ~~the~~TO ~~terms~~THE ofJOINT ~~the~~PROXY ~~Merger~~STATEMENT/PROSPECTUS Agreement, prior to, and conditioned upon the occurrence of, the First Effective Time, MasterCraft will take all actions necessary to increase the size of the board of directors of MasterCraft (the “MasterCraft Board”) from seven members to ten members, and to add Timothy Rollins, Callum Macgregor and Stephen Lewis to the MasterCraft Board.

~~No-Shop~~MasterCraft ~~Restrictions~~is providing additional information regarding the Joint Proxy Statement/Prospectus to its stockholders. These disclosures should be read in connection with, and should be deemed made as of the date of, the Joint Proxy Statement/Prospectus, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. Defined terms used but not defined herein have the meanings set forth in the Joint Proxy Statement/Prospectus. Paragraph and page references used herein refer to the Joint Proxy Statement/Prospectus before any additions or deletions resulting from the supplemental disclosures.

The ~~Merger~~disclosure ~~Agreement~~in ~~contains~~the ~~customary~~section entitled “noSummary ~~shop”~~— ~~restrictions~~Interests onof Directors and Executive Officers in the ~~ability~~Mergers of— ~~MasterCraft,~~Interests of Marine Products, Directors and ~~their~~Executive ~~respective~~Officers ~~representatives~~in ~~to,~~the ~~among~~Mergers” ~~other~~is ~~things,~~hereby ~~solicit~~supplemented ~~alternative~~by ~~acquisition~~amending ~~proposals,~~and torestating ~~furnish~~the ~~information~~second ~~to,~~sentence ~~and~~of tothe ~~participate~~first inparagraph ~~discussions~~of orthis ~~negotiations~~section ~~with,~~on ~~third~~page 28 ~~parties~~of ~~regarding~~the ~~any~~Joint ~~alternative~~Proxy ~~acquisition~~Statement/Prospectus ~~proposals,~~as ~~subject~~follows to(with adeleted ~~customary~~text ~~“fiduciary~~bold ~~out”~~and ~~provision.~~stricken-through):

2These interests may include, among others, treatment of outstanding Marine Products equity awards in connection with the transactions contemplated by the merger agreement, fees for each meeting of the special committee attended by each member thereof, transaction bonuses, and rights to ongoing indemnification and insurance coverage.

~~Termination~~The disclosure in the section entitled “Risk Factors — Risks Related to the Mergers — Members of the management and ~~Fees~~boards of directors of MasterCraft and Marine Products have interests in the mergers that may be different from, or in addition to, those of other stockholders.” is hereby supplemented by amending and restating the second sentence of the third paragraph on page 60 of the Joint Proxy Statement/Prospectus as follows (with deleted text bold and stricken-through):

~~The~~These ~~Merger~~interests ~~Agreement~~ may beinclude, ~~terminated~~among ~~under certain customary circumstances~~others, ~~including~~treatment byof ~~either~~outstanding ~~MasterCraft or~~ Marine Products ifequity ~~the~~awards ~~Mergers~~in ~~are~~connection ~~not~~with ~~completed~~the bytransactions ~~August 5,~~contemplated ~~2026,~~by ~~which~~the ~~may~~merger ~~be extended to November 5~~agreement, ~~2026~~fees ~~under certain circumstances. The Merger Agreement also provides~~ for ~~certain termination rights for~~ each ofmeeting ~~MasterCraft and Marine Products, and that, upon termination~~ of the ~~Merger~~special ~~Agreement,~~committee ~~MasterCraft~~attended orby ~~Marine~~each ~~Products,~~member ~~as the case may be~~thereof, ~~will~~transaction ~~pay to the other party a termination fee equal to $11.6 million in cash under certain specified circumstances~~bonuses, ~~including~~and ~~relating~~rights to ~~changes~~ongoing ofindemnification ~~recommendation~~and byinsurance ~~the board of directors of such party or the termination of the Merger Agreement by such party in order to enter into a definitive agreement with respect to a “superior proposal”~~coverage.

~~Closing~~The ~~Conditions~~disclosure in the section entitled “The Mergers — Background of the Mergers” is hereby supplemented by amending and restating the first sentence of the fourth paragraph of this section on page 79 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

~~The~~In ~~completion~~October ~~of the Mergers is subject to customary closing conditions~~2023, ~~including,~~as ~~but~~part ~~not limited to: (i) the approval~~ of ~~the~~its ~~Merger~~routine ~~Agreement~~outreach byand ~~the~~dialogue ~~affirmative~~with ~~vote~~recreational ofmarine ~~the~~manufacturing ~~holders~~industry ofparticipants, arepresentatives ~~majority in voting power~~ of ~~the~~Truist ~~outstanding~~Securities ~~Marine~~met ~~Products~~with ~~Common~~representatives ~~Stock entitled to vote thereon, (ii) the approval~~ of the ~~issuance~~family ofoffice ~~shares~~for ~~of MasterCraft Common Stock to be issued in~~ the ~~First~~Rollins ~~Merger~~family, bywhich ~~the~~is ~~affirmative vote of~~ the ~~holders~~beneficial ofowner ~~a majority in voting power~~ of ~~the~~LOR, ~~outstanding~~Marine ~~MasterCraft~~Products’ ~~Common~~largest ~~Stock~~stockholder, ~~present in person or by proxy and entitled~~ to ~~vote thereon at a meeting of MasterCraft stockholders~~discuss, ~~(iii) the~~among ~~absence of any injunction or order by any court or~~ other ~~governmental entity restraining~~topics, ~~enjoining,~~potential ~~preventing~~liquidity orand ~~otherwise~~strategic ~~prohibiting~~alternatives ~~the~~available ~~consummation of the Mergers, (iv) the shares of MasterCraft Common Stock~~ to beMarine ~~issued in the First Merger being approved for listing on the Nasdaq~~Products, ~~(v) the~~including ~~effectiveness~~sales ~~of the registration statement on Form S-4 pursuant~~ to ~~which~~private ~~the~~equity ~~shares~~firms ~~of MasterCraft Common Stock to be issued in the First Merger will be registered with the U.S. Securities~~ and ~~Exchange~~other ~~Commission~~strategic ~~(the “SEC”)~~buyers, ~~(vi) the expiration~~ or ~~termination~~secondary ofofferings ~~the waiting period (and any extension thereof) required under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976~~stock, ~~and~~with ~~(vii)~~ the ~~absence~~goal of aenhancing ~~material~~stockholder ~~adverse effect with respect to each of MasterCraft and Marine Products~~value.

~~Other~~The ~~Terms~~disclosure in the section entitled “The Mergers — Background of the ~~Merger~~Mergers” ~~Agreement~~is hereby supplemented by amending and restating the first sentence of the last paragraph on page 80 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

On June 16, 2025, MasterCraft ~~and~~provided Marine Products ~~have~~with ~~each~~a ~~made~~draft ~~customary~~mutual ~~representations,~~non-disclosure ~~warranties~~ and ~~covenants~~standstill inagreement ~~the~~with ~~Merger~~customary ~~Agreement,~~terms in ~~each~~order ~~case generally subject~~ to ~~customary~~facilitate ~~materiality qualifiers. Among other things, each party has agreed, subject to certain exceptions, to conduct its business in~~ the ~~ordinary~~exchange ~~course, from the date~~ of ~~the~~non-public ~~Merger~~information ~~Agreement~~by ~~until~~both ~~the~~parties ~~earlier~~so ofthat ~~the~~Marine ~~First~~Products ~~Effective Time~~ and ~~the~~MasterCraft ~~termination~~could offurther ~~the~~explore ~~Merger~~whether ~~Agreement,~~a ~~and~~potential ~~not~~transaction towould ~~take~~be ~~certain~~in ~~actions prior to~~ the ~~Closing~~best ~~without~~interests ~~the~~of ~~prior~~both ~~written~~companies ~~consent~~and oftheir ~~the~~respective ~~other party~~stockholders.

The ~~foregoing~~disclosure ~~summary~~in of the ~~Merger~~section ~~Agreement~~entitled ~~does~~“The ~~not~~Mergers — Opinion ~~purport~~of toMasterCraft’s beFinancial ~~complete~~Advisor ~~and~~— isMasterCraft ~~subject~~Financial ~~to,~~Analyses ~~and~~— ~~qualified~~MasterCraft inSelected ~~its~~Public ~~entirety~~Companies Analysis” is hereby supplemented by, amending and restating the ~~full~~third ~~text~~paragraph of ~~the~~this ~~Merger~~section ~~Agreement,~~on apage ~~form~~115 of ~~which~~the isJoint ~~attached~~Proxy ~~hereto~~Statement/Prospectus as ~~Exhibit~~follows ~~2.1~~(with deleted text bold and ~~incorporated~~stricken-through ~~herein~~and bynew ~~reference.~~text bold and underlined):

The ~~Merger~~companies ~~Agreement~~selected ~~and~~by ~~the~~Wells ~~above~~Fargo ~~description of the Merger Agreement have been included to provide investors~~ and ~~security holders with information regarding~~ the ~~terms~~corresponding ofenterprise ~~the~~values ~~Merger Agreement. They are not intended to provide any other factual information about MasterCraft, Marine Products or their respective subsidiaries. The representations, warranties~~ and ~~covenants~~multiples ~~contained in the Merger Agreement~~ were ~~made only for purposes of the Merger Agreement and~~ as offollows: specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of MasterCraft, Marine Products or any of their respective subsidiaries. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by MasterCraft. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about MasterCraft or Marine Products and their respective subsidiaries that MasterCraft includes in reports, statements and other filings it makes with the SEC.

3• Malibu Boats, Inc.

~~Ancillary~~• ~~Agreements~~ MasterCraft

Concurrently with the execution of the Merger Agreement, on February 5, 2026, MasterCraft entered into (i) a voting agreement (the “Voting Agreement”) with Marine Products and certain stockholders of Marine Products (the “Specified Stockholders”), (ii) a stockholders agreement (the “Stockholders Agreement”) with the Specified Stockholders and (iii) a registration rights agreement (the “Registration Rights Agreement”) with LOR, Inc. (“LOR”), an entity affiliated the Specified Stockholders.

Company

Enterprise Value ($m)

Enterprise Value /Adj. EBITDA

CY2025E

CY2026P

Malibu Boats, Inc.

670

9.5x

9.1x

MasterCraft

318

11.1x

9.1x

~~Voting~~The ~~Agreement~~disclosure in the section entitled “The Mergers — Opinion of MasterCraft’s Financial Advisor — MasterCraft Financial Analyses — MasterCraft Discounted Cash Flow Analysis” is hereby supplemented by amending and restating the second and third sentences of this section on page 116 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

~~Pursuant~~The topresent ~~the~~values ~~Voting~~(as ~~Agreement~~of December 31, ~~each~~2025) of the ~~Specified~~free ~~Stockholders~~cash ~~has~~flows ~~agreed,~~and ~~among~~the ~~other~~implied ~~things,~~terminal tovalues ~~vote,~~were orcalculated ~~cause~~using todiscount berates ~~voted,~~reflecting ~~all~~the ofestimated ~~the~~weighted ~~shares~~average cost of ~~Marine~~capital ~~Products~~for ~~Common~~MasterCraft ~~Stock~~ranging ~~beneficially~~from ~~owned~~10.8% to 11.5%, which range was selected by ~~such~~Wells ~~Specified~~Fargo ~~Stockholder~~based inon ~~favor~~its ofprofessional ~~the~~judgment ~~adoption~~and experience. This analysis indicated a range of ~~the~~implied ~~Merger~~equity ~~Agreement~~values per share for MasterCraft common stock, after taking into account MasterCraft’s net cash and ~~against~~cash ~~any~~equivalents ~~Marine~~of ~~Products~~approximately ~~alternative~~$81.4 million, ~~acquisition~~catch-up ~~proposal~~taxes and non-controlling interest, in each case as of December 31, ~~subject~~2025 and as provided by and approved for Wells Fargo’s use by MasterCraft management, of $35.16 to ~~certain~~$38.80, ~~conditions~~as compared to the closing price per share of MasterCraft common stock of $23.12 on February 4, 2026.

AsThe ofdisclosure ~~the~~in ~~date of~~ the ~~Merger~~section ~~Agreement,~~entitled ~~the~~“The ~~Specified~~Mergers — Opinion ~~Stockholders collectively held approximately 69.1%~~ of ~~the~~MasterCraft’s ~~total~~Financial ~~voting~~Advisor — ~~power~~Marine ofProducts ~~the~~Financial ~~outstanding~~Analyses ~~shares of~~ —Marine Products ~~Common~~Selected ~~Stock.~~Public ~~The~~Companies ~~obligations~~Analysis” ofis ~~the~~hereby ~~Specified~~supplemented ~~Stockholders~~by ~~are~~amending ~~subject~~and torestating ~~a cap if~~ the ~~aggregate~~third ~~voting~~paragraph ~~power~~ of ~~the~~this ~~covered~~section ~~shares~~on ~~would~~page ~~exceed~~116 ~~35%~~of ~~following a recommendation change by~~ the ~~Marine~~Joint ~~Products~~Proxy ~~Board,~~Statement/Prospectus inas ~~which~~follows ~~case~~(with ~~voting~~deleted ~~obligations~~text ~~are~~bold ~~reduced~~and ~~pro~~stricken-through ~~rata~~and tonew ~~the~~text ~~cap~~bold and shares not subject to the agreement may be voted at the Specified Stockholders’ discretion. The Voting Agreement also contains restrictions on, among other things, the transfer of shares of Marine Products Common Stock held by the Specified Stockholders. underlined):

~~Stockholders~~The ~~Agreement~~companies selected by Wells Fargo and the corresponding enterprise values and multiples were as follows:

~~The~~• ~~Stockholders~~Malibu ~~Agreement provides for transfer restrictions~~Boats, including lock-ups on transfers by the Specified Stockholders whereby 50% of the shares are subject to a lock-up that expires six months after the Closing and the remaining 50% are subject to a lock-up that expires one year after the Closing, in each case subject to customary permitted transfers on specified terms and conditionsInc. In addition, from the Closing and until the expiration date defined therein, the Specified Stockholders, acting by majority consent, have the right to nominate up to two directors (one “Family Designee” (initially Timothy Rollins) and one “Independent Designee” (initially Callum MacGregor)) while the Specified Stockholders beneficially own at least 15% of the total voting power of the MasterCraft Common Stock, and one Family Designee while the Specified Stockholders beneficially own at least 10% but less than 15% of the total voting power of the MasterCraft Common Stock. The stockholder-designated directors are entitled to the same rights and privileges as other directors, including indemnification, exculpation, reimbursement, and director and officer insurance to the same extent as other directors. From the Closing until the earlier of (i) the second anniversary of the Closing and (ii) the date on which the Specified Stockholders cease to beneficially own, in the aggregate, at least 15% of the total voting power of the MasterCraft Common Stock (the “Standstill Termination Date”), the Specified Stockholders have agreed to certain voting commitments and standstill restrictions, including voting in favor of directors nominated and recommended by the MasterCraft Board, voting against non-board approved director nominations and removal proposals, and refraining from specified solicitations, proposals, acquisitions, group formations, special meeting demands and other actions, in each case subject to stated exceptions.

~~The~~• Stockholders Agreement terminates automatically upon the last to occur of the first anniversary of closing, the “expiration date” (defined by ownership thresholds) and the Standstill Termination Date, and is conditioned on the Closing. MasterCraft

Registration Rights Agreement

Company

Enterprise Value ($m)

Enterprise Value /Adj. EBITDA

CY2025E

CY2026P

Malibu Boats, Inc.

670

9.5x

9.1x

MasterCraft

318

11.1x

9.1x

The ~~Registration~~disclosure ~~Rights~~in ~~Agreement~~the ~~provides~~section ~~LOR~~entitled ~~and~~“The ~~certain~~Mergers — Opinion of ~~its~~MasterCraft’s ~~affiliates~~Financial ~~(collectively,~~Advisor — ~~the~~Marine ~~“Selling~~Products ~~Stockholders”)~~Financial ~~and~~Analyses ~~their~~— ~~permitted~~Marine ~~transferees~~Products ~~the~~Discounted ~~right~~Cash toFlow ~~require,~~Analysis” ~~subject~~is tohereby ~~certain~~supplemented ~~conditions and limitations, MasterCraft to register for resale all MasterCraft securities held~~ by ~~such~~amending ~~stockholders~~and norestating ~~later than 120 days following~~ the ~~Closing,~~second and ~~also~~third ~~provides~~sentences ~~customary~~of ~~piggy~~the ~~back~~first ~~registration~~paragraph ~~rights~~of ~~with~~this ~~respect~~section toon ~~registrations~~page ~~initiated~~117 byof ~~MasterCraft.~~the ~~The~~Joint ~~Registration~~Proxy ~~Rights~~Statement/Prospectus ~~Agreement~~as ~~allows~~follows ~~the~~(with ~~Selling~~new ~~Stockholders~~text tobold ~~make~~and upunderlined): ~~to two~~

The present values (as of December 31, 2025) of the free cash flows and the implied terminal values were calculated using discount rates reflecting the estimated weighted average cost of capital for Marine Products ranging from 10.8% to 11.5%, which range was selected by Wells Fargo based on its professional judgment and experience. This analysis indicated a range of implied equity values per share for Marine Products common stock, after taking into account Marine Products’ net cash and cash equivalents of approximately $54.2 million, catch-up taxes and pension liabilities, in each case as of December 31, 2025 and as provided by and approved for Wells Fargo’s use by MasterCraft management, of $9.50 to $10.54, as compared to the closing price per share of Marine Products common stock of $9.94 on February 4, 2026.

~~demands~~The ~~for~~disclosure ~~underwritten~~in ~~shelf~~the ~~takedowns~~section ~~per~~entitled ~~year (each an~~ “~~Underwritten~~The ~~Shelf~~Mergers — Opinion ~~Takedown”), subject to a maximum~~ of ~~ten takedowns in total and a minimum requirement that at least $25 million of~~ MasterCraft’s ~~Common~~Financial ~~Stock,~~Advisor — inMarine ~~the~~Products ~~aggregate,~~Financial beAnalyses ~~included~~— inMarine ~~each~~Products ~~takedown.~~Discounted InCash ~~the~~Flow ~~event~~Analysis” ais ~~Selling~~hereby ~~Stockholder~~supplemented ~~requests~~by anamending ~~Underwritten~~and ~~Shelf~~restating ~~Takedown, MasterCraft has~~ the ~~option~~second tosentence ~~purchase 100%~~ of the ~~securities~~second ~~proposed~~paragraph ~~to be sold in such Underwritten Shelf Takedown at a cash purchase price equal to the five-day volume weighted average price per share~~ of ~~MasterCraft~~this ~~Common~~section ~~Stock for the five consecutive trading days ending~~ on ~~(and~~page ~~including)~~117 ~~the trading day immediately prior to the applicable holder’s delivery~~ of the ~~underwritten~~Joint ~~demand~~Proxy ~~notice~~Statement/Prospectus toas ~~MasterCraft.~~follows In(with ~~addition,~~new ~~LOR~~text ~~has~~bold ~~agreed, following closing of the first Underwritten Shelf Takedown to pay MasterCraft $350,000 for fees~~ and ~~expenses~~underlined): ~~incurred by MasterCraft under the Registration Rights Agreement. The agreement also contains customary provisions relating to indemnification.~~

~~The~~This ~~foregoing~~analysis ~~summaries~~indicated a range of ~~the~~implied ~~Voting~~equity ~~Agreement,~~values ~~the~~per ~~Stockholders~~share ~~Agreement~~for ~~and~~Marine ~~the~~Products ~~Registration~~common ~~Rights~~stock, ~~Agreement~~after dotaking ~~not~~into ~~purport~~account toMarine beProducts’ ~~complete~~net cash and ~~are~~cash ~~subject~~equivalents toof approximately $54.2 million, catch-up taxes and ~~qualified~~pension liabilities, in ~~their~~each ~~entirety~~case ~~by,~~as ~~the~~of ~~full~~December 31, ~~text~~2025 ofand ~~such~~as ~~agreements,~~provided ~~copies~~by ofand ~~which~~approved ~~are~~for ~~attached~~Wells ~~hereto~~Fargo’s asuse ~~Exhibits~~by ~~10.1~~MasterCraft management, 10of $13.200 ~~and~~to 10$14.359, ~~respectively,~~as ~~and~~compared ~~are~~to ~~incorporated~~the ~~herein~~closing byprice ~~reference~~per share of Marine Products common stock of $9.94 on February 4, 2026.

~~Amended~~The ~~Credit~~disclosure ~~Facility~~in the section entitled “The Mergers — Opinion of Marine Products’ Financial Advisor — Financial Analyses — Marine Products Financial Analyses—Selected Public Companies Analysis” is hereby supplemented by amending and restating the first sentence of the last full paragraph of this section on page 123 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

OnNo ~~February 5,~~company ~~2026,~~or ~~MasterCraft~~business ~~entered~~used ~~into~~in athis ~~fifth~~analysis ~~amendment~~is ~~(the~~identical ~~“Fifth Amendment”)~~ to ~~its~~Marine ~~existing~~Products ~~credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank~~nor, ~~N.A.,~~except asfor ~~administrative~~selected ~~agent,~~multiples ~~and~~applied ~~the~~in ~~lenders~~deriving party thereto. The Fifth Amendment, among other things, (i) adds Wells Fargo Bank, N.A., as a joint lead arranger, (ii) expressly permits the Transactions, (iii) reduces the aggregate revolving commitments to $75 million (iv) extends the revolving maturity to 2031 and (v) increases the uncommitted accordion capacity to up to an ~~additional~~implied ~~$100 million,~~equity invalue ~~each~~per ~~case~~share ~~subject~~reference torange ~~the~~for ~~terms~~Marine ~~set forth therein. The Fifth Amendment also updates the pricing grid and provides that~~Products, ~~until~~were ~~delivery~~individual ofmetrics ~~MasterCraft’s~~observed ~~consolidated financial information~~ for the ~~first~~selected ~~fiscal~~companies ~~quarter~~independently ~~ending~~determinative ~~after~~of the ~~Fifth~~results ~~Amendment~~of ~~effective~~such ~~date, the Applicable Rate will be the Category 4 level, each as defined in the Credit Agreement~~analysis.

The ~~Fifth~~disclosure ~~Amendment~~in ~~revises certain financial covenants, including replacing~~ the ~~fixed~~section ~~charge~~entitled ~~coverage~~“The ~~ratio~~Mergers — Opinion ~~with an interest coverage ratio set at a minimum~~ of ~~3.00~~Marine toProducts’ ~~1.00~~Financial ~~and~~Advisor — Financial ~~conforming~~Analyses — Marine ~~related~~Products ~~pro~~Financial ~~forma~~Analyses — Selected ~~calculation~~Transactions ~~provisions,~~Analysis” ~~while~~is ~~retaining~~hereby ~~the~~supplemented ~~total net leverage ratio covenant as set forth in the Credit Agreement. It modifies restricted payment provisions~~ by, ~~among~~amending ~~other things, permitting restricted payments necessary to consummate the Transactions~~ and ~~increasing~~restating the ~~general~~first ~~capacity~~sentence toof the ~~greater~~last offull ~~$20 million~~paragraph ~~and 50.00%~~ of ~~EBITDA~~this insection ~~any~~on ~~twelve-month~~page ~~period,~~124 ~~subject~~of to the ~~conditions~~Joint inProxy ~~the~~Statement/Prospectus ~~Credit~~as ~~Agreement.~~follows ~~The~~(with ~~Fifth~~new ~~Amendment~~text ~~also~~bold ~~increases flexibility under the indebtedness covenant by adding a general unsecured indebtedness basket in an amount not exceeding the greater of $5 million~~ and ~~7.50%~~underlined): ~~of EBITDA at any time outstanding.~~

~~The~~No ~~foregoing~~company, ~~summary~~business ofor ~~the~~transaction ~~Fifth~~used ~~Amendment~~in ~~does~~this ~~not~~analysis ~~purport~~is identical to beMarine ~~complete~~Products ~~and~~or isthe ~~qualified~~Merger innor, ~~its~~except ~~entirety~~for byselected ~~reference~~multiples toapplied ~~the~~in ~~Fifth~~deriving ~~Amendment,~~an aimplied ~~copy~~equity ofvalue ~~which~~per isshare ~~filed~~reference asrange ~~Exhibit~~for ~~10.4~~Marine toProducts, ~~this~~were ~~Current~~individual ~~Report~~metrics onobserved ~~Form~~for ~~8-K~~the ~~and~~selected ~~incorporated~~companies ~~herein~~independently bydeterminative ~~reference~~of the results of such analysis.

~~Item~~The ~~2.03~~disclosure ~~Creation~~in the section entitled “The Mergers — Opinion of aMarine ~~Direct~~Products’ Financial ~~Obligation~~Advisor — Financial orAnalyses — Marine anProducts ~~Obligation~~Financial ~~under~~Analyses — Discounted anCash ~~Off-Balance~~Flow ~~Sheet~~Analysis” ~~Arrangement~~is hereby supplemented by amending and restating the second and third sentences of athis ~~Registrant.~~section on page 124 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

~~The~~Truist ~~information~~Securities ~~set~~calculated ~~forth~~terminal invalues ~~Item~~for ~~1.01~~Marine Products by applying to Marine Products’ cyclical average unlevered free cash flow from June 30, 2025 through June 30, 2030 a selected range of ~~this~~perpetuity ~~Current~~growth ~~Report~~rates, determined based on ~~Form~~Truist ~~8-K~~Securities’ ~~under~~professional ~~the~~judgment, ~~heading~~of ~~“Amended~~2.0% ~~Credit~~to ~~Facility”~~3.0%. isThe ~~incorporated~~unlevered byfree ~~reference~~cash inflows ~~this~~and ~~Item~~terminal 2values were then discounted to present value (as of September 30, 2025) using a selected range of discount rates of 12.035% to 13.5%, which discount rates were derived from a weighted average cost of capital calculation.

~~Item~~The ~~5.02~~disclosure ~~Departure~~in the section entitled “The Mergers — Opinion of ~~Directors~~Marine orProducts’ ~~Certain~~Financial ~~Officers;~~Advisor — Financial ~~Election~~Analyses — MasterCraft Financial Analyses — Selected Public Companies Analysis” is hereby supplemented by amending and restating the first sentence of ~~Directors;~~the ~~Appointment~~last full paragraph of ~~Certain~~this ~~Officers;~~section ~~Compensatory~~on ~~Arrangements~~page 125 of ~~Certain~~the ~~Officers.~~Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

OnNo ~~February 4,~~company ~~2026,~~or ~~MasterCraft~~business ~~adopted~~used anin ~~Executive~~this ~~Severance~~analysis ~~Plan~~is ~~(the~~identical ~~“Executive~~to ~~Severance Plan”), which provides~~ MasterCraft’s ~~Chief Executive Officer~~nor, ~~Bradley~~except M.for ~~Nelson,~~selected ~~and~~multiples ~~other~~applied ~~designated executives, including the Chief Financial Officer, W. Scott Kent, severance protection upon certain terminations of employment, including~~ in ~~connection~~deriving ~~with a change in control. Under the Executive Severance Plan, a “qualified termination” generally includes~~ an ~~involuntary~~implied ~~termination~~equity ~~without~~value ~~cause~~per orshare areference ~~resignation~~range for ~~good~~MasterCraft, ~~reason~~were ~~(with~~individual ~~notice~~metrics ~~and~~observed ~~cure),~~ for athe ~~two-year~~selected ~~period~~companies ~~following~~independently adeterminative ~~change~~of ~~in control. During~~ the ~~change~~results inof ~~control~~such ~~period,~~analysis. ~~severance includes a cash~~

5The disclosure in the section entitled “The Merger—Opinion of Marine Products’ Financial Advisor—Financial Analyses—MasterCraft’s Financial Analyses—Discounted Cash Flow Analysis” is hereby supplemented by amending and restating the second and third sentences of the paragraph of this section on page 125 of the Joint Proxy Statement/Prospectus as follows (with new text bold and underlined):

~~severance~~Truist ~~equal~~Securities tocalculated ~~2.0x~~terminal ~~base~~values ~~salary~~ for ~~the~~MasterCraft ~~Chief~~by ~~Executive~~applying ~~Officer~~to ~~and~~MasterCraft’s ~~1.5x~~cyclical ~~base~~average ~~salary~~unlevered ~~for~~free ~~the~~cash ~~other~~flow ~~designated~~from ~~executives~~June 30, a2025 ~~pro-rated~~through ~~annual~~June 30, ~~bonus~~2030 ~~based~~a onselected ~~the~~range ~~greater~~ of ~~extrapolated~~perpetuity ~~actual~~growth ~~or target performance (measured as of the change of control)~~rates, ~~full~~determined ~~vesting of time-~~based ~~equity, full vesting of performance based awards based~~ on ~~the~~Truist ~~greater~~Securities’ ofprofessional ~~extrapolated~~judgment, ~~actual or target performance (measured as~~ of ~~the~~2.0% ~~change in control), a cash payment for health continuation, and up~~ to ~~$5,000 in outplacement~~3.0%. ~~Outside~~The aunlevered ~~change~~free incash ~~control~~flows ~~period, severance for the Chief Executive Officer~~ and ~~the~~terminal ~~other~~values ~~designated~~were ~~executives~~then ~~includes~~discounted ~~a cash severance equal~~ to ~~1.5x~~present orvalue ~~1.0x base salary, respectively, a pro-rated annual bonus~~ (~~based~~as ~~on actual performance at the end~~ of ~~the~~September 30, ~~performance period~~2025), ~~partial~~using ~~vesting~~a ofselected ~~time-based~~range ~~equity and pro-rated vesting~~ of ~~performance-based~~discount ~~awards~~rates ~~(based on actual performance at the end~~ of ~~the~~12.5% ~~performance period), a cash payment for health continuation, and up~~ to $13.5%,~~000~~ inwhich ~~outplacement.~~discount ~~Payment~~rates ofwere ~~severance~~derived isfrom ~~conditioned on customary restrictive covenants (including~~ a ~~non-compete)~~weighted ~~and~~average acost ~~general~~of ~~release~~capital calculation.

The ~~foregoing~~disclosure ~~summary~~in of the ~~Executive~~section ~~Severance~~entitled ~~Plan~~“The ~~does~~Mergers—Opinion ~~not~~of ~~purport~~Marine toProducts’ beFinancial ~~complete~~Advisor—Miscellaneous” ~~and~~ is ~~qualified~~hereby insupplemented ~~its entirety~~ by ~~reference~~amending toand restating the ~~Executive~~first ~~Severance~~sentence ~~Plan,~~of athe ~~copy~~second offull ~~which~~paragraph ison ~~filed~~page as126 ~~Exhibit~~of ~~10.5~~the toJoint ~~this~~Proxy ~~Current~~Statement/Prospectus ~~Report~~as onfollows ~~Form~~(with ~~8-K~~new ~~and~~text ~~incorporated~~bold ~~herein~~and byunderlined): ~~reference.~~

~~Item~~As 9the Marine Products board was aware, Truist Securities and its affiliates (including Truist Bank) in the past have provided, currently are providing, and in the future may provide investment banking and other financial services unrelated to the mergers to Marine Products, certain significant stockholders of Marine Products or related entities and/or their respective affiliates, for which Truist Securities and/or its affiliates have received or expect to receive compensation, including, during the approximate two-year period preceding the date of Truist Securities’ opinion, having acted or acting as a lender under certain credit facilities of, and/or having provided or providing certain corporate banking services to, Marine Products and certain significant stockholders of Marine Products and/or related entities, for which services during such two-year period Truist Securities and/or its affiliates received aggregate revenue of approximately $5.015 million ~~Financial~~(of ~~Statements~~which approximately 15% was attributable to services provided to Marine Products, approximately 30% was attributable to services provided to Rollins Inc. and ~~Exhibits~~certain related entities and approximately 55% was attributable to services provided to RPC Inc. and certain related entities).

~~(d)~~Cautionary ~~Exhibits~~Note Regarding Forward-Looking Statements

~~The~~Certain ~~following~~statements ~~exhibits~~in this Current Report on Form 8-K (this “Current Report”) are ~~being~~“forward-looking ~~furnished~~statements” within the meaning of Section 27A of the Securities Act of 1933, as ~~part~~amended, and Section 21E of ~~this~~the Securities ~~report:~~Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause MasterCraft’s, Marine Products’ or the combined company’s actual results, levels of activity, performance, or achievements or those of the boating industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of February 5, 2026, by and among MasterCraft Boat Holdings, Inc., Titan Merger Sub 1, Inc., Titan Merger Sub 2, LLC and Marine Products Corporation*
10.1		Voting Agreement, dated as of February 5, 2026, by and among MasterCraft Boat Holdings, Inc., Marine Products Corporation and certain stockholders identified in an exhibit thereto*
10.2		Stockholders Agreement, dated as of February 5, 2026, by and among MasterCraft Boat Holdings, Inc. and the stockholders identified in an exhibit thereto*
10.3		Registration Rights Agreement, dated as of February 5, 2026, by and among MasterCraft Boat Holdings, Inc. and LOR, Inc.*
10.4		Fifth Amendment to the Credit Agreement*
10.5†		Executive Severance Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
†		Indicates management contract or compensatory plan.
*		Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC; provided that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules (or similar attachments) so furnished.

Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to the completion of the proposed transactions are not satisfied in a timely manner or at all; the possibility that competing offers or proposed transaction proposals may be made; the risks arising from the integration of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of the proposed transactions may not be realized when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk of unexpected costs or expenses resulting from the proposed transactions; the risk of litigation related to the proposed transactions, including resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s time as a result of the proposed transactions; the risk that the proposed transactions may have an adverse effect on the ability of MasterCraft and Marine Products to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines following the proposed transactions; the risk that the announcement or the consummation of the proposed transactions has a negative effect on the market price of the capital stock of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating results; the risk of product liability litigation or government or regulatory action, including related to product liability claims; the risk of product efficacy or safety concerns resulting in product recalls or regulatory action; risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where MasterCraft and Marine Products operate and the resulting negative impacts on each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s and Marine Products’ raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including dealers, suppliers and financial institutions with which MasterCraft’s and Marine Products’ do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing; changes in customer preferences; severe weather conditions; regional instabilities and hostilities; potential competitive pressures on selling prices for the products of MasterCraft and Marine Products; general economic and political conditions globally and in the markets in which MasterCraft and Marine Products do business; the ability to maintain key dealer relationships, competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections; the ability of MasterCraft and Marine Products to successfully execute business development strategy and other strategic plans; changes to applicable laws and regulations and other requirements imposed by stakeholders; and changes in behavior and spending patterns of consumers.

6These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, as amended by Amendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April 29, 2026, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this Current Report.

~~Forward~~Any ~~Looking~~such ~~Statements~~forward-looking statements represent estimates as of the date of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report. Marine Products undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

This Current Report on Form 8-K (this “Current Report”) includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue” and similar expressions and comparable terminology or the negative thereof.

Any such forward-looking statements represent estimates as of the date of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report. MasterCraft undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Additional Information and Where to Find It

In connection with the ~~Transactions~~proposed transactions, MasterCraft ~~intends~~filed ~~to file~~ with the SEC a registration statement on Form S-4 (the “Registration Statement”), ~~which~~that ~~will~~included ~~include~~ a prospectus with respect to the shares of MasterCraft’s ~~Common~~common ~~Stock~~stock to be issued in the ~~Transactions~~proposed transactions and a joint proxy statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The ~~definitive~~Registration ~~joint~~Statement ~~proxy~~was ~~statement~~declared ~~(if~~effective by the SEC on March 27, 2026 and ~~when~~MasterCraft ~~available)~~and ~~will~~Marine beProducts ~~mailed~~commenced mailing the definitive Joint Proxy Statement/Prospectus to stockholders of MasterCraft and Marine Products on April 6, 2026. Each of MasterCraft and Marine Products may also file with or furnish to the SEC other relevant documents regarding the ~~Transactions~~proposed transactions. This communication is not a substitute for the Registration Statement, the definitive Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products may mail to their respective stockholders in connection with the ~~Transactions~~proposed transactions.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or, alternatively, by directing a request by email to MasterCraft at [email protected] and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at [email protected].

by directing a request by email to MasterCraft at [email protected] and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at [email protected].

Participants in the Solicitation

MasterCraft, Marine Products and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the ~~Transactions~~proposed transactions under the rules of the SEC. Information ~~about~~regarding MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available ~~at https://www.sec.gov/ix?doc=/Archives/edgar/data/1638290/000119312525202806/mcft-20250909.htm~~here). To the extent holdings of MasterCraft ~~Common~~common ~~Stock~~stock by the directors and executive officers of MasterCraft have changed from the amounts of MasterCraft ~~Common~~common ~~Stock~~stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/~~cgi-bin~~edgar/~~own-disp~~browse/?~~action~~CIK=~~getissuer~~1638290&~~CIK~~owner=~~0001638290~~exclude). Information ~~about~~regarding Marine Products’ directors and executive officers is available in Marine Products’ ~~proxy~~Amendment ~~statement~~No. 1 ~~dated~~to ~~March~~the Annual Report on Form 10-K for the fiscal year ended December 1231, 2025, ~~for~~filed ~~its~~with ~~2025~~the ~~Annual~~SEC ~~Meeting~~on ofApril 29, ~~Stockholders~~2026 (available ~~at https://www.sec.gov/ix?doc=/Archives/edgar/data/1129155/000155837025002755/mpx-20250422xdef14a.htm~~here). To the extent holdings of Marine Products ~~Common~~common ~~Stock~~stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products ~~Common~~common ~~Stock~~stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/~~cgi-bin~~edgar/~~own-disp~~browse/?~~action~~CIK=~~getissuer~~1129155&~~CIK~~owner=~~0001129155~~exclude). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, ~~will~~is be contained in the definitive Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the ~~Transactions~~proposed transactions when they become available. Investors should read the definitive Joint Proxy Statement/Prospectus carefully ~~when it becomes available~~ before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.

No Offer or Solicitation

This Current Report does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 5, 2026

MASTERCRAFT BOAT HOLDINGS, INC.

Date: May 1, 2026

MASTERCRAFT BOAT HOLDINGS, INC.

/s/ W. Scott Kent

W. Scott Kent

Chief Financial Officer

Filing Compare · MasterCraft Boat Holdings, Inc.