Form 8-K

8-K — NextBoat Inc.

Accession: 0001493152-26-037764

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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0002067767

2026-08-13

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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): August 13, 2026

NextBoat

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1701

Jel Wade Dr

Wilmington,

NC 28401

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (910) 772-9277

N/A

(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, $0.001 par value

NXB

NYSE

American LLC

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 ☒

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.

August 13, 2026, NextBoat Inc. (the “Company”) issued a press release: “NextBoat Inc. Announces Fiscal Second Quarter

2026 Results”. A copy of the press release is attached hereto as Exhibit 99.1.

The

information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be

expressly set forth by specific reference in any such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibits

99.1

Press Release of NextBoat Inc. entitled “NextBoat Inc. Announces Fiscal Second Quarter 2026 Results” dated August 13, 2026.

104

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.

Date:

August 13, 2026

NextBoat

Inc.

By:

/s/

Brian John

Name:

Brian

John

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NextBoat

Inc. Announces Fiscal Second Quarter 2026 Results

Second

quarter 2026 revenue increased 88.4% year-over-year to a record $59.1 million

Record

number of units transacted, 138% year-over-year increase

Wilmington,

NC – ACCESS Newswire – August 13, 2026 – NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”),

a vertically integrated, technology-driven marine marketplace and one of the largest buyers and sellers of used boats in the United States,

today announced financial results for its second quarter ended June 30, 2026.

2026

Second Quarter Highlights

● Revenue

increased 88.4% to $59.1 million compared to $31.3 million in the second quarter of 2025

● Pre-owned

boat sales increased 104.4% compared to the second quarter of 2025

● Sold

255 boats during the second quarter, a Company record

● Gross

profit increased 100.1% to $9.5 million compared to $4.8 million in the second quarter of

2025

● Expanded

the Company’s broker network to 111 brokers

● Advanced

strategic partnership with MarineMax, Inc. as NextBoat’s preferred wholesale and trade-in

partner

● Executed

2 strategic acquisitions

● Adjusted

EBITDA1 of $0.8 million

“We

achieved record revenue of $59.1 million, expanded our national broker network, executed two acquisitions and continued to build out

our infrastructure. We are not simply focused on selling more boats. We are focused on increasing the number of transactions we can process,

increasing the revenue we generate from each transaction, and increasing the proportion of our revenue that comes from higher-margin

businesses. That is the opportunity we see ahead,” said Brian John, Chief Executive Officer of NextBoat.

“Transaction

volume was up approximately 138% year-over-year, and our team grew right alongside it — our closing team tripled and our organization

grew about 42% year-over-year to build the machine that makes this possible. That’s not incremental progress — that’s

a company hitting its stride,” added Blake Phillips, Chief Operating Officer of NextBoat.

Second

Quarter 2026 Results

Overall,

revenue increased by $27.7 million, or 88.4%, to $59.1 million for the three months ended June 30, 2026, from $31.3 million for the three

months ended June 30, 2025. The increase was primarily attributable to the contribution of the Apex Marine and Bellhart businesses acquired

during the quarter, an increase in our floor plan limit that supported higher inventory utilization throughout the period, and the continued

expansion of our broker network at Off The Hook and our premier brokerage division, Autograph Yacht Group. These factors contributed

to an increase in the number of pre-owned boats sold and brokerage deals closed.

Gross

profit increased by $4.8 million, or 100.1%, to $9.5 million for the three months ended June 30, 2026, compared to $4.8 million for the

three months ended June 30, 2025. Gross profit as a percentage of revenue was 16.1% for the three months ended June 30, 2026 compared

to 15.2% for the three months ended June 30, 2025. The increase was driven primarily by the higher-margin service, brokerage and finance

revenue added through the Apex Marine and Bellhart acquisitions.

Selling,

general, and administrative expenses consist primarily of insurance, utilities, and other customary operating expenses. SG&A increased

$1.0 million, or 259.7%, to $1.4 million for the three months ended June 30, 2026, compared to $0.4 million for the three months ended

June 30, 2025. The increase was primarily attributable to the operating cost base of the Apex Marine and Bellhart businesses acquired

during the quarter, higher indirect marketing expenses, and higher insurance costs related to increased inventory levels under floorplan

financing arrangements, each in line with the Company’s planned business expansion for 2026.

Salaries

and wages expense increased $3.6 million, or 127.8%, to $6.5 million for the three months ended June 30, 2026, compared to $2.8 million

for the three months ended June 30, 2025. Leading into and following our initial public offering, salaries and wages increased as we

aligned our compensation with public-company market benchmarks and enhanced retention packages to ensure we can attract, motivate, and

retain the talent required to deliver long-term shareholder value, and as we added the employee base of the businesses acquired during

the quarter. Further, the Company recognized share-based compensation of $1.7 million for the three months ended June 30, 2026. These

equity awards have several vesting conditions including service-based and performance-based requirements and vest between one and five

years.

Interest

expense, net increased $0.6 million, or 109.6%, to $1.2 million for the three months ended June 30, 2026, compared to $0.6 million for

the three months ended June 30, 2025, driven primarily by higher average floor plan borrowings outstanding during the quarter and by

debt assumed in the acquisitions and debt incurred to facilitate the Apex Marine and Bellhart transactions.

The

Company recorded a net loss of $2.1 million for the three months ended June 30, 2026, compared to net income of $0.6 million for the

three months ended June 30, 2025.

Adjusted

EBITDA1 was an income of $0.8 million for the three months ended June 30, 2026, compared to income of $0.8 million for the

three months ended June 30, 2025, a slight increase less than $0.1 million.

Fiscal

2026 Guidance

For

full year 2026, the Company maintains its revenue guidance in a range of $165 million to $170 million.

Conference

Call and Webcast

The

Company will host an earnings conference call today, August 13, 2026, at 4:30 p.m. Eastern Time. To participate by telephone, please

dial (833) 461-5787 (domestic), or (585) 542-9983 (international). The conference passcode is 366 467 666.

live webcast of the conference call will be available in the Investor Relations section of the Company’s website at https://investor.nextboat.com

using the conference passcode 366 467 666. An online replay of the webcast will be available for a limited time immediately following

the call.

About

NextBoat Inc.

Founded

in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, technology-driven marine marketplace transforming

how boats are bought, sold, financed, and serviced across the United States. Through proprietary technology, transaction data, financing

capabilities, and a growing national acquisition network, the Company operates across boat brokerage, wholesale inventory acquisition,

auctions, financing, and marine services. NextBoat’s ecosystem includes Off The Hook Yachts, Autograph Yacht Group, Azure Funding,

and proprietary lead-generation platforms. Headquartered in Wilmington, North Carolina, NextBoat is rapidly expanding its national footprint

and market share within the $57 billion U.S. marine industry.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, regarding NextBoat Inc. (“Company”), including, without limitation,

statements regarding the Company’s business strategy, technology platform, market opportunity, planned operations, and expected

results and benefits. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “explore,”

“evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”

“project,” “seek,” “should,” or “will,” or the negative of such terms thereof or other

variations thereon or comparable terminology, although not all forward-looking statements contain these identifying words. These forward-looking

statements are based on the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve

significant risks and uncertainties, many of which are beyond our control. Actual results, performance or achievements, including the

timing of events, may differ materially from those expressed or implied by the forward-looking statements as a result of various risks

and uncertainties, including those described under the heading “Risk Factors” in the Company’s filings with the Securities

and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other subsequent filings

with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Investors are cautioned that forward-looking

statements are not guarantees of future performance, and are cautioned not to place undue reliance on any such forward-looking statements.

The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking

statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available

by the Company on its website or otherwise. The Company undertakes no obligation to update, revise or supplement any forward-looking

statements to reflect actual results, new information, future events, changes in its expectations or other circumstances occurring after

the date such statements were made, except as required by applicable law.

Contact

Chad

Corbin

Chief

Financial Officer

chadcorbin@nextboat.com

Investor

Relations

ir@nextboat.com

NEXTBOAT

INC.

Condensed

Consolidated Statements of Operations

(Unaudited)

For

the Three and Six Months Ended June 30, 2026 and 2025

For the three months ended

June 30,

For the six months ended

June 30,

2026

2025

2026

2025

Revenues

$ 59,063,204

$ 31,348,061

$ 88,906,943

$ 58,586,843

Cost of revenues

49,527,606

26,581,626

75,009,541

50,296,398

Gross profit

9,535,598

4,766,435

13,897,402

8,290,445

Operating expenses:

Depreciation and amortization

163,150

86,837

321,838

123,210

Selling, general and administrative

1,438,694

399,992

2,732,469

823,852

Advertising and marketing

349,410

47,609

940,303

376,655

Professional services

1,422,174

47,193

2,008,374

101,480

Salaries and wages

6,480,556

2,844,934

10,792,942

4,547,597

Rent expenses

715,563

227,403

1,003,418

384,561

Total operating expenses

10,569,547

3,653,968

17,799,344

6,357,355

(Loss) Income from operations

(1,033,949 )

1,112,467

(3,901,942 )

1,933,090

Other income (expenses):

Interest expense, net

(1,197,101 )

(571,214 )

(1,726,231 )

(1,116,512 )

Other income, net

(507 )

12,588

92,126

27,037

Total other expenses

(1,197,608 )

(558,626 )

(1,634,105 )

(1,089,475 )

(Loss) profit before income taxes

(2,231,557 )

553,841

(5,536,047 )

843,615

Income tax (benefit) expenses

(161,882 )

1,150

Net (Loss) Income

(2,069,675 )

553,841

(5,537,197 )

843,615

Net Loss attributed to non-controlling interest

(200,607 )

Net (Loss) Income attributed to Nextboat Inc.

(1,869,068 )

553,841

(5,336,590 )

843,615

Basic and diluted net (loss) income per common share

(0.08 )

0.03

(0.22 )

0.04

Basic and diluted weighted average common shares outstanding

24,791,031

20,000,000

24,552,176

20,000,000

The

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

NEXTBOAT

INC.

Condensed

Consolidated Balance Sheets

of June 30, 2026 and December 31, 2025

June 30, 2026

December 31, 2025

(Unaudited)

(Audited)

Assets

Current Assets

Cash and cash equivalents

$ 7,737,601

$ 12,428,774

Accounts receivable, net

1,333,402

269,938

Inventory

60,393,869

26,035,844

Prepaid expense

1,397,605

706,256

Other current assets

569,048

434,584

Total Current Assets

71,431,525

39,875,396

Non-Current Assets

Property, plant and equipment, net

3,998,268

823,231

Other receivable

27,486

Due from related party

69,912

44,623

Right-of-use assets

18,920,775

6,516,415

Goodwill

5,499,795

570,000

Intangible assets, net

572,829

560,406

Total Non-Current Assets

29,061,579

8,542,161

Total Assets

$ 100,493,104

$ 48,417,557

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

$ 2,318,679

$ 1,471,198

Accrued liabilities

1,699,465

790,804

Lease liabilities, current

2,550,653

963,731

Current portion of long-term debt

1,969,226

32,453

Due to related party

2,776,442

315,088

Customer deposits

2,857,835

1,210,447

Short-term debt

2,170,000

Floor plan notes payable

51,561,686

25,312,694

Other current liabilities

576,934

773,821

Total Current Liabilities

68,480,920

30,870,236

Long-Term Liabilities

Long-term debt, noncurrent

3,263,451

62,003

Lease liabilities, noncurrent

16,690,631

5,650,165

Total Long-Term Liabilities

19,954,082

5,712,168

Total Liabilities

88,435,002

36,582,404

Stockholders’ Equity

Common stock, $0.001 par value; 100,000,000 shares authorized; 25,084,128 and 24,020,000 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

25,084

24,020

Additional paid-in capital

23,723,649

17,964,567

Common stock payable

350,000

Non-controlling interest

(200,607 )

Accumulated deficit

(11,840,024 )

(6,503,434 )

Total Stockholders’ Equity

12,058,102

11,835,153

Total Liabilities and Stockholders’ Equity

$ 100,493,104

$ 48,417,557

Non-GAAP

Financial Information

supplement NextBoat’s financial information presented in accordance with generally accepted accounting principles in the United

States of America (“GAAP”), NextBoat presents certain financial measures that are not prepared in accordance with GAAP, including

Adjusted EBITDA1. These non-GAAP financial measures, which are defined below, should not be considered in isolation from,

or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not based on any

standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

NextBoat

is presenting these non-GAAP financial measures to assist investors in seeing NextBoat’s operating results through the eyes of

management and because NextBoat believes that these measures provide a useful tool for investors to use in assessing NextBoat’s

operating performance against prior period operating results and against business objectives. NextBoat uses non-GAAP financial measures

to evaluate its operating results and for financial and operational decision-making. Reconciliations of the non-GAAP financial measures

presented to the most directly comparable GAAP financial measures are included in the tables below.

1Adjusted

EBITDA

The

Company defines Adjusted EBITDA as GAAP net income (loss) before interest expense, income taxes, depreciation and amortization, and certain

additional adjustments, including stock-based compensation and other non-cash items or other items that management does not consider

indicative of ongoing operating performance.

The

Three Months Ended June 30, 2026, Compared to The Three Months Ended June 30, 2025

June 30, 2026

June 30, 2025

$ Change

Net (loss) income

$ (2,069,675 )

$ 553,841

$ (2,623,516 )

Interest expense – other

507,893

172,561

335,332

Income tax expenses

(161,882 )

Depreciation and amortization

163,150

86,837

76,313

Stock-based compensation

1,689,311

Non-recurring expense

701,008

Adjusted EBITDA

$ 829,805

$ 813,239

$ 16,566

The

Six Months Ended June 30, 2026, Compared to The Six Months Ended June 30, 2025

June 30, 2026

June 30, 2025

$ Change

Net (loss) income

$ (5,537,197 )

$ 843,615

$ (6,380,812 )

Interest expense – other

521,484

172,561

348,923

Income tax expenses

1,150

Depreciation and amortization

321,838

123,210

198,628

Stock-based compensation

3,450,924

Non-recurring expense

701,008

Adjusted EBITDA

$ (540,793 )

$ 1,139,386

$ (1,680,179 )

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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