Key Highlights

● Ross Tannenbaum was appointed NextBoat's Chief Executive Officer on September 28, 2026, the company disclosed in a Form 8-K.

● Brian S. John resigned as Chief Executive Officer but remains on the board, and the filing cites no disagreement.

● Mr. Tannenbaum's base salary is $240,000 for the first year, then $400,000, with bonuses tied to Adjusted EBITDA.

● Three option grants made September 28, 2026 at an exercise price of $1.96 per share cover 2.5 million shares.

NextBoat Inc. (NYSE American:NXB), the NYSE American-listed marine marketplace company, told the U.S. Securities and Exchange Commission in a Form 8-K filed on September 29, 2026 that Ross Tannenbaum was appointed Chief Executive Officer on September 28, 2026. Brian S. John, who had held the role, resigned as CEO but remains a member of the board of directors.

The Leadership Change

According to the filing, Mr. John tendered his resignation as Chief Executive Officer contingent on the appointment of a successor, and it took effect on September 28, 2026. The 8-K states: "Mr. John's resignation as Chief Executive Officer did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices." The company's press release says he stays on the board to facilitate the transition.

Mr. Tannenbaum is 64 and is based in Fort Lauderdale, Florida. The filing says he previously served as President and CEO of Dreams, Inc., a publicly traded sports merchandise company acquired by Fanatics in 2012, and then held senior roles at Fanatics through 2019, including President of Retail and Collectibles. Since 2019, it says, he has pursued ventures in marine services, outdoor lighting, consumer electronics, hospitality and marinas.

Compensation, Term and Severance

Mr. Tannenbaum's employment agreement sets a base salary of $240,000 for the first year, rising to $400,000 afterward. His fiscal 2026 bonus is discretionary. From fiscal 2027, the agreement provides a $100,000 bonus for reaching breakeven Adjusted EBITDA, plus 2.5 percent of Adjusted EBITDA between $1 million and $3 million, 4 percent between $3 million and $6 million, and 6 percent above $6 million.

The filing describes three sets of options, all granted on September 28, 2026 at an exercise price of $1.96 per share with ten-year terms, outside the company's equity plan under the NYSE American inducement exception. The first is 1,000,000 time-vesting options, of which 200,000 vest immediately and 800,000 vest in 48 equal monthly installments. The second is 1,000,000 performance options in four tranches of 250,000 shares that vest when Adjusted EBITDA reaches breakeven, $1.5 million, $3 million and $5 million in any single fiscal year. The third is 500,000 options that vest if the stock's volume-weighted average price is at least $5.00 over 60 consecutive trading days. In total the awards cover 2.5 million shares.

The agreement has an initial four-year term with automatic one-year renewals unless either side gives 90 days' notice. On termination without cause or resignation for good reason, the filing lists 12 months of salary continuation, a prorated bonus, additional time-vesting acceleration and 12 months of COBRA premiums, conditioned on a release. The agreement also includes a 24-month non-competition and non-solicitation covenant.

The 8-K discloses that Mr. Tannenbaum holds interests in several entities, including Supreme Marine Services, Supreme Outdoor Lighting, Palm Beach Electronics, Ocean Treasure Suites, Courtyard Villas and Marina-by-the-Sea. It states that "Transactions between the Company and any such entity are subject to approval by the disinterested directors of the Board."

The Company's Announcement

The press release describes NextBoat as a vertically integrated, technology-driven marine marketplace founded in 2012 and formerly known as Off The Hook YS Inc., headquartered in Wilmington, North Carolina. President Jason Ruegg is quoted as saying, "This is a defining moment for NextBoat." Mr. Tannenbaum is quoted as saying, "NextBoat has the assets, the brands, the technology, and the entrepreneurial culture to become a truly important company in the marine industry."

NextBoat's Adjusted EBITDA Targets Under Tannenbaum

Because both the bonus and the performance options are tied to Adjusted EBITDA, the company's future periodic reports will show the results those awards are measured against. Later filings may also disclose any transactions with entities in which Mr. Tannenbaum holds interests. Mr. John continues to serve as a director.