MarineMax, Inc. filed a current report on August 10, 2026, disclosing that on August 9, 2026, it entered into an Agreement and Plan of Merger with SHM Holdco, LLC and Intrepid Holdco, Inc., affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P., under which each share of MarineMax common stock would be converted into $53.00 in cash.

Key Highlights

  • Merger consideration: Each share of common stock (par value $0.001) will be converted into the right to receive $53.00 per share in cash, without interest.
  • Acquiring entities: Parent is SHM Holdco, LLC, a Delaware limited liability company; Merger Sub is Intrepid Holdco, Inc., a Florida corporation and indirect wholly-owned subsidiary of Parent; both are affiliates of Safe Harbor Marinas, LLC, a portfolio company of Blackstone Infrastructure Partners L.P.
  • Board action: The Board unanimously determined the Merger Agreement and transactions are in the best interests of the Company and its shareholders and resolved to recommend shareholder adoption and approval.
  • Fairness opinion: Wells Fargo Securities, LLC delivered an opinion that the $53.00 per share Merger Consideration is fair, from a financial point of view, to holders of Company Common Stock, subject to the assumptions and limitations stated in the opinion.
  • Equity award treatment: Outstanding options, RSUs, and PSUs will be canceled at closing and converted into lump sum cash payments; unvested PSUs with incomplete performance periods will be deemed achieved at target level.
  • ESPP termination: The Company's Amended 2008 Employee Stock Purchase Plan will be terminated as of September 30, 2026, the last day of the current offering period, with no new offering period commencing after that date.
  • No financing condition: The obligations of Parent and Merger Sub to consummate the Merger are not subject to any financing condition, according to the filing.

MarineMax Merger Agreement: Key Terms and Conditions Disclosed

According to the filing, MarineMax, Inc. (NYSE: HZO) entered into the Merger Agreement on August 9, 2026, following a strategic review process directed by the Company's board of directors. Under the agreement, Merger Sub will be merged with and into the Company, with MarineMax surviving as a wholly-owned subsidiary of Parent. The filing states that the Merger Agreement was unanimously approved by the Board, which also resolved to recommend that shareholders entitled to vote adopt and approve the agreement.

The filing details the treatment of equity awards at the effective time of the Merger. Company Options will be canceled and converted into a cash payment equal to the excess of the $53.00 Merger Consideration over the per-share exercise price, multiplied by the number of shares subject to the option. Options with an exercise price at or above $53.00 will be canceled without consideration. RSUs will be converted into cash at $53.00 per underlying share. PSUs with incomplete performance periods will be treated as achieved at target level and similarly converted to cash. Equity awards granted after the Merger Agreement date but before closing will not accelerate at closing; instead, they will convert into deferred cash awards that continue to vest on original schedules, with accelerated vesting upon termination without Cause or due to death.

The filing lists several customary closing conditions, including adoption of the Merger Agreement by a majority of votes entitled to be cast by holders of Company Common Stock, the absence of legal restraints preventing the Merger, expiration or early termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, receipt of required governmental approvals, and each party's representations and warranties being true and correct in all material respects. The filing notes the filing is soliciting material pursuant to Rule 14a-12 under the Exchange Act.

What Was Disclosed

MarineMax disclosed entry into a definitive merger agreement on August 9, 2026, providing for a $53.00 per share all-cash acquisition by affiliates of Safe Harbor Marinas and Blackstone Infrastructure, subject to shareholder approval and regulatory clearances.