Form 8-K

8-K — MARINE PRODUCTS GROUP, LLC

Accession: 0001104659-26-062557

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001129155

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2614719d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2614719d1_ex3-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, DC 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)

May 15, 2026

Marine Products Group, LLC

(as successor in interest to Marine Products Corporation)

(Exact name of registrant as specified in its charter)

Delaware

001-16263

58-2572419

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100

Cherokee Cove Drive, Vonore,

Tennessee 37885

(Address of principal executive offices, including zip code)

423 884-2221

(Registrant’s telephone number, including area code)

Marine Products Corporation

2801 Buford Highway NE, Suite 300, Atlanta,

Georgia 30329

(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, $0.10 par value

MPX

New York Stock Exchange

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. ¨

Introductory Note

This Current Report on Form 8-K is being filed in connection with the

completion of the previously announced Mergers (as defined below) pursuant to the Agreement and Plan of Merger dated as of February 5,

2026 (the “Merger Agreement”) by and among MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”),

Titan Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan

Merger Sub 2, LLC., a Delaware limited liability company and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”),

and Marine Products Corporation (“Marine Products”).

On May 15, 2026, pursuant to the Merger Agreement, Merger Sub I merged

with and into Marine Products (the “First Merger”), with Marine Products surviving the First Merger as a direct wholly owned

subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products merged with and into Merger Sub II (the “Second

Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly

owned subsidiary of MasterCraft. At the effective time of the Second Merger, Merger Sub II was renamed “Marine Products Group, LLC”.

The descriptions of the Merger Agreement and the transactions contemplated

thereby (including without limitation, the Mergers) in this Current Report on Form 8-K are only a summary, do not purport to be complete

and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, a copy of which was filed

as Exhibit 2.1 to Marine Products’ Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)

on February 5, 2026, which is incorporated herein by reference. Capitalized terms used herein but not otherwise defined will have the

meanings ascribed to them in the Merger Agreement.

Item 2.01. Completion of Acquisition or Disposition

of Assets.

The information set forth in the Introductory Note of this Current

Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the First Merger (the “First Effective

Time”), each share of Marine Products common stock, par value $0.10 per share (“Marine Products Common Stock”) issued

and outstanding immediately prior to the First Effective Time, except for shares held by MasterCraft or Marine Products, or their direct

or indirect subsidiaries, converted into the right to receive 0.232 shares (the “Stock Consideration”) of MasterCraft common

stock, par value $0.01 per share (“MasterCraft Common Stock”) and $2.43 in cash, without interest (the “Cash Consideration”

and, together with the Stock Consideration, the “Merger Consideration”). The Merger Consideration was not delivered with respect

to (i) shares of Marine Products Common Stock that were directly owned by Marine Products, any subsidiary of Marine Products, MasterCraft,

Merger Sub I or Merger Sub II immediately prior to the First Merger, each of which were canceled and ceased to exist upon the completion

of the First Merger, (ii) Dissenting Shares (as defined in the Merger Agreement), and (iii) Assumed RSAs (as defined below).

No fractional shares of MasterCraft Common Stock were issued in connection with the First Merger. Instead, the total number of shares

that each Marine Products stockholder received in the First Merger was rounded down to the nearest whole number, and each Marine Products

stockholder received cash payable in lieu of any fractional share of MasterCraft Common Stock to which they otherwise would have been

entitled. The amount of cash payable for a fractional share of MasterCraft Common Stock was determined by multiplying the fraction by

$25.27, the Closing VWAP (as defined in the Merger Agreement), rounded to the nearest whole cent (with 0.5 being rounded down).

Pursuant to the Merger Agreement, immediately prior to the First Effective

Time, each Marine Products restricted stock award (“Marine Products RSA”) that was outstanding immediately prior to the First

Effective Time, automatically and without any action on the part of the holder thereof accelerated and vested in full and was treated

in the same manner as shares of Marine Products Common Stock for purposes of receiving the Merger Consideration, except that certain Marine

Products RSAs granted in 2026 and held by employees who are continuing with the combined company following the closing (the “Assumed

RSAs”), converted into (i) the Cash Consideration for each share of Marine Products restricted stock subject to such Assumed RSAs

and (ii) MasterCraft restricted stock awards (“MasterCraft RSAs”), corresponding to a number of shares of MasterCraft

Common Stock equal to the product of (x) the number of shares of Marine Products restricted stock subject to such Assumed RSA and (y)

the Stock Consideration. Each MasterCraft RSA issued in respect of an Assumed RSA has the same time-vesting restrictions that applied

to the corresponding Marine Products RSAs immediately prior to the First Effective Time, provided that such MasterCraft RSAs also includes

double-trigger change-in-control vesting provisions following the Mergers.

Additionally, immediately prior to the First Effective Time, (i) each

unvested Marine Products performance stock unit (“Marine Products PSU”) with an incomplete performance period as of the First

Effective Time vested in full based on “target” performance and was treated in the same manner as shares of Marine Products

Common Stock for purposes of receiving the Merger Consideration, (ii) each unvested Marine Products PSU with a completed performance period

as of the First Effective Time vested in full based on “actual” performance and was treated in the same manner as shares of

Marine Products Common Stock for purposes of receiving the Merger Consideration, and (iii) each Marine Products dividend equivalent right

that was outstanding as of immediately prior to the closing was settled in Marine Products Common Stock, and the number of Marine Products

Common Stock issued in respect of each such Marine Products dividend equivalent right was determined by dividing (a) the value of such

Marine Products dividend equivalent right by (b) $8.18, the per share closing price of Marine Products Common Stock on the New York Stock

Exchange (“NYSE”) on the trading day immediately preceding the closing (“DER Settlement Shares”), and such DER

Settlement Shares were treated in the same manner as shares of Marine Products Common Stock for purposes of receiving the Merger Consideration.

Item 3.01. Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory

Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Prior to the completion of the Mergers, shares

of Marine Products Common Stock were listed and traded on the NYSE under the trading symbol “MPX”. In connection with the

consummation of the Mergers, Marine Products Group, LLC, as successor in interest to Marine Products (“Marine Products Group”),

notified NYSE that each issued and outstanding share of Marine Products Common Stock as of immediately prior to the First Effective Time

(except as described in Item 2.01) was cancelled and converted, at the First Effective Time, into the right to receive the Merger Consideration

pursuant to the Merger Agreement as described under Item 2.01, and requested that NYSE file a Form 25 with the SEC to remove the Marine

Products Common Stock from listing on NYSE and deregister Marine Products Common Stock pursuant to Section 12(b) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

The Marine Products Common Stock ceased trading

on NYSE effective before the open of business on May 15, 2026. After effectiveness of the Form 25, Marine Products Group intends to file

with the SEC a certification and notice of termination on Form 15 to terminate the registration of Marine Products Common Stock under

the Exchange Act and suspend Marine Products Group’s reporting obligations under Sections 13 and 15(d) of the Exchange

Act.

Item 3.03. Material Modification to Rights

of Security Holders.

The information set forth in the Introductory

Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the First Effective Time, each holder of shares

of Marine Products Common Stock outstanding immediately prior to the First Effective Time ceased to have any rights as a stockholder of

Marine Products (other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory

Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the consummation of the Mergers,

a change in control of Marine Products occurred effective as of the First Effective Time, with Marine Products surviving the First Merger

as a wholly owned subsidiary of MasterCraft, and immediately following the First Merger, Marine Products merged with and into Merger Sub

II, with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft.

Effective as of the First Effective Time, MasterCraft

increased the size of the MasterCraft board of directors from seven (7) members to ten (10) members, and appointed Timothy C.

Rollins, Callum C. Macgregor and Stephen E. Lewis to the MasterCraft board of directors. In addition, in accordance with that certain

Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of February 5, 2026, as amended on March 11,

2026, by and among MasterCraft and the specified stockholders party thereto (the “Specified Stockholders”), from the closing

of the Mergers and until the expiration date defined therein, the Specified Stockholders, acting by majority consent, have the right to

nominate up to two (2) directors (one “Family Designee” (initially Timothy C. Rollins) and one “Independent Designee”

(initially Callum C. 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. If the Specified Stockholders’ aggregate beneficial ownership drops below 15% (for the Independent

Designee) or below 10% (for the Family Designee), the applicable designee must promptly resign, and MasterCraft may fill the vacancy.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and in Item 2.01

of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the Mergers, the following persons, who were directors

of Marine Products immediately prior to the completion of the First Merger, voluntarily resigned from the board of directors of Marine

Products (the “Board”) and the committees of the Board on which they served, if any, immediately prior to the First Effective

Time: Richard A. Hubbell, Jerry W. Nix, Susan R. Bell, Patrick J. Gunning, Gary Kolstad, Amy R. Kreisler, Stephen E. Lewis, Ben M. Palmer,

Timothy C. Rollins and John F. Wilson.

Effective upon completion of the First Merger, the following named

executive officers of Marine Products voluntarily resigned from any and all of their respective director, manager, or officer positions

with Marine Products or any of its subsidiaries: Richard A. Hubbell, Ben M. Palmer and Michael L. Schmit.

Pursuant to the terms of the Merger Agreement, at the First Effective

Time, the directors and officers of Merger Sub I immediately prior to the First Effective Time became the directors and officers of Marine

Products immediately following the First Effective Time: Bradley M. Nelson and W. Scott Kent.

Pursuant to the terms of the Merger Agreement, at the Second Effective

Time, the officers of Merger Sub II immediately prior to the Second Effective Time became the officers of Merger Sub II immediately following

the Second Effective Time: Bradley M. Nelson, as Chief Executive Officer, and W. Scott Kent, Chief Financial Officer.

Item 5.03. Amendments to Articles of Incorporation

of Bylaws; Change in Fiscal Year.

The information contained in the Introductory

Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the Merger Agreement, at the First

Effective Time, Marine Products’ certificate of incorporation, as amended, as in effect immediately prior to the First Effective

Time became the certificate of incorporation for the First Merger surviving entity, and Marine Products’ bylaws, as amended and

restated, as in effect immediately prior to the First Effective Time, became the bylaws of the First Merger surviving entity.

Pursuant to the Merger Agreement, at the Second

Effective Time, the certificate of formation of Merger Sub II as in effect immediately prior to the Second Effective Time became the certificate

of formation for the Second Merger surviving entity, and the Limited Liability Company Agreement of Merger Sub II as in effect immediately

prior to the Second Effective Time was amended and restated in its entirety to be in the form of limited liability company agreement of

Merger Sub II as in effect immediately prior to the Second Effective Time, except that references to Merger Sub II’s name were replaced

with references to Marine Products Group, LLC. A copy of the Amended and Restated Limited Liability Company Agreement of Marine Products

Group, LLC is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 (incorporated herein by reference to Exhibit 2.1 of Marine Products Corporation’s Current Report on Form 8-K filed with the SEC on February 5, 2026)*

3.1

Amended and Restated Limited Liability Company Agreement of Marine Products Group, LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*All schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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: May 15, 2026

MARINE PRODUCTS GROUP, LLC

(as successor in interest to Marine Products Corporation)

By:

/s/ W. Scott Kent

Name: W. Scott Kent

Title: Chief Financial Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2614719d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

MARINE PRODUCTS GROUP, LLC

A Delaware Limited Liability Company

AMENDED & RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

MARINE PRODUCTS GROUP, LCC

This AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Marine Products Group, LLC (the “Company”),

is entered into as of May 15, 2026, by MasterCraft Boat Holdings, Inc., a Delaware corporation (the “Member”),

pursuant to and in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), as may be amended

from time to time, and any successor statute thereto (the “Act”).

WHEREAS, effective on January

27, 2026, the Company was duly formed under the Act by the filing of a Certificate of Formation (the “Certificate of Formation”)

with the Secretary of State of the State of Delaware, Division of Corporations;

WHEREAS, immediately prior

to the date of this Agreement, the Company was governed by that certain Limited Liability Company Agreement of the Company, dated as of

January 27, 2026 (the “Prior Agreement”);

WHEREAS, pursuant to and in

connection with that certain Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”), by

and among the Member, the Titan Merger Sub 1, Inc., a wholly owned subsidiary of the Member (“Merger Sub I”), the Company

and Marine Products Corporation, a Delaware corporation (“Falcon”), (i) Merger Sub I merged with and into Falcon, with

Falcon surviving as a wholly owned subsidiary of the Member (the “Surviving Corporation”), and, immediately after,

(ii) the Surviving Corporation merged with and into the Company, with the Company surviving as a wholly owned subsidiary of the Member

(such merger, “Merger II”);

WHEREAS, in connection with

the consummation of Merger II, the Surviving Corporation filed a Certificate of Merger with the Secretary of State of the State of Delaware

(the “Certificate of Merger”, and together with the Certificate of Formation, the “Certificate”)

which, inter alia, changed the name of the Surviving Corporation from “Titan Merger Sub 2, LLC” to “Marine Products

Group, LLC”; and

WHEREAS, the Member desires

to amend and restate the Prior Agreement in its entirety and enter into this Agreement to set forth the manner in which the Company shall

be operated, all as more particularly set forth below.

NOW THEREFORE, in consideration

of the mutual covenants expressed herein, and for other good and valuable consideration, the undersigned hereby agrees as follows:

Name and Formation. The name of the Company is Marine Products Group, LLC and the business of the Company will be conducted

under such name or such other name or names as the Member may from time to time determine. The Company was formed pursuant to the Certificate

of Formation. By its execution and delivery of this Agreement, the Member hereby ratifies the formation of the Company under the provisions

of the Act. The rights and liabilities of the Member will be determined pursuant to the Act and this Agreement. To the extent that the

rights or obligations of the Member are different by reason of any provision of this Agreement than they would be in the absence of such

provision, this Agreement will, to the extent permitted by the Act, control.

Registered Office and Registered Agent. The registered office of the Company in the State of Delaware and the name and address

of the registered agent for the Company will be as designated in the Certificate. The Member may, from time to time, appoint a new registered

agent for the Company.

Member. The Member is the sole member of the Company and owns all of the Interest (as hereinafter defined).

Purpose and Powers. The purpose of the Company is to engage in any lawful act or activity for which a limited liability

company may be organized under the Act. The Company has the power to do any and all acts and things necessary, appropriate, advisable,

or convenient for the furtherance and accomplishment of the purpose of the Company, including, without limitation, to engage in any kind

of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment

of the purposes of the Company, so long as said activities and obligations may be lawfully engaged in or performed by a limited liability

company under the Act.

Interest. The Company will be authorized to issue a single class of “limited liability company interest”

(as defined in the Act, the “Interest”) including any and all benefits to which the holder of such Interest may

be entitled in this Agreement, together with all obligations of such person to comply with the terms and provisions of this Agreement.

As of the date of this Agreement, all of the Interest is held by the Member.

Tax Treatment. It is the intention of the Member that the Company be classified as a disregarded entity for U.S. federal

(and all applicable state and local) income tax purposes for so long as the Company is owned by a single member.

Capital Contributions. The Member may contribute cash or other property to the capital of the Company as it may decide,

from time to time; provided, however, that except to the extent required under the Act, the Member will not be required

to make any contributions to the capital of the Company.

Management. Responsibility for the management of the business and affairs of the Company will be vested in the Member (in

its capacity as manager of the Company, the “Managing Member”) who will manage the affairs of the Company in accordance

with Section 18-402 of the Act. The Managing Member (acting on behalf of the Company) will have all right, power, and authority to

manage, operate, and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of

the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the purposes of the Company. The Managing Member

hereby is designated as an authorized person, within the meaning of the Act, to execute, deliver and file any amendments and/or restatements

of the Certificate. The Managing Member may also appoint officers or other persons to do such acts or cause such acts to be done. Officer

titles, duties and other terms of office may be set forth in written resolutions of the Managing Member or this Agreement. All instruments,

contracts, agreements and documents relating to the Company or its business or affairs will be valid and binding on the Company if executed

by the Managing Member, its designees, or any person designated by the Managing Member or any of the following officers (including, for

the avoidance of doubt, the Managing Member executing any document on behalf of the Company as a “Managing Member”).

Distributions. At such time as the Member determines, the Member may cause the Company to distribute any cash held by the

Company which is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804

of the Act or any contractual restrictions on the payment of distributions by the Company.

10.

Assignments, Withdrawal. The Member may assign all or any part of its Interest in the sole discretion of the Member.

11.

Dissolution. The Company will dissolve, and its affairs will be wound up, upon the earliest to occur of (a) the decision

of the Managing Member, or (b) an event of dissolution of the Company under the Act; provided, however, that upon the

occurrence of an event of dissolution under the Act, the Managing Member may elect to continue the Company to the extent permitted under

the Act. Upon dissolution of the Company, the Managing Member will wind up the business and affairs of the Company, and cause all property

and assets of the Company to be distributed as set forth in Section 13.

12.

Distributions upon Dissolution. Upon the dissolution of the Company, the Managing Member will cause all property and assets

of the Company to be distributed as follows: (a) first, all of the Company’s debts, liabilities, and obligations, including

any loans or advances from the Member and the expenses of liquidation, will be paid in full and reserves may be set aside to the extent

that the Managing Member may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or of

the Member arising out of or in connection with the Company; and (b) second, any remaining assets will be distributed to the Member.

13.

Exculpation; Indemnification; Advancement.

a. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the Company, whether

arising in contract, tort, or otherwise, will be solely the debts, obligations, and liabilities of the Company. None of the Member, any

affiliate of the Member nor any past or present members, managers, directors, officers, employees, agents and authorized representatives

of the Company, Falcon (the “Predecessor Entity”), or the Member (each of the foregoing, an “Indemnitee”)

will be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as Member,

affiliate of the Member, member, manager, director, officer, employee, agent or authorized representative of the Company or the Member.

The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business

or affairs under the Act or this Agreement will not be grounds for imposing personal liability on any Indemnitee for liabilities of the

Company. No director of the Predecessor Entity shall be personally liable to the Company or its Members for monetary damages for breach

of fiduciary duty in such capacity to the fullest extent permitted by the Delaware General Corporation Law.

b. The Company will indemnify and hold harmless any Indemnitee to the fullest extent permitted by law from

and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable

attorneys’ fees and disbursements, defense costs and costs of enforcing the indemnification provisions of this Agreement), judgments,

fines, penalties, settlements, and other amounts arising from any and all threatened or pending claims, demands, actions, suits, or proceedings,

whether or not by or in the right of the Company and whether civil, criminal, administrative or investigative or otherwise, in which the

Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities

of or relating to the Company, or by reason of serving at the request of the Predecessor Entity as a director, officer, employee or agent

of another entity, regardless of whether the Indemnitee continues to be the Member, affiliate of the Member or member, manager, director,

officer, employee, agent or authorized representative of the Company, the Predecessor Entity or the Member, at the time any such liability

or expense is paid or incurred. The Company shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending

any such proceeding in advance of its final disposition upon the receipt by the Company of a statement or statements from the Indemnitee

requesting such advance and an undertaking by or on behalf of such Indemnitee that the Indemnitee will repay all amounts so advanced if

it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Section 13 or otherwise. The

indemnification and advancement of expenses provided herein shall continue as to an Indemnitee who has ceased to be a director or officer

and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

c. No repeal or modification of this Section 13 shall in any way diminish or adversely affect the

rights of any person in respect of any occurrence or matter arising prior to any such repeal or modification. If any provision of this

Section 13 shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability

of the remaining provisions of this Section 13 shall not in any way be affected or impaired thereby.

14.

Amendment. This Agreement may only be modified or amended by the Member in its sole discretion; provided, that such

amendment must be in writing and signed by the Member. This Agreement supersedes and replaces any other agreements with respect to the

subject matter hereof.

15.

Gender and Number. Wherever from the context it appears appropriate, each term in this Agreement stated in either the singular

or the plural will include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender will

include the masculine, the feminine and the neuter. The term “person” means any individual, corporation, partnership,

trust or other entity.

16.

Successors and Assigns. Except as otherwise herein provided, this Agreement will be binding upon and inure to the benefit

of the parties hereto and their successors and assigns, and all other persons hereafter having or holding an interest in the Company,

whether as assignees, transferees, substitute Members or otherwise.

17.

Governing Law. This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with

the laws of the State of Delaware without regard to its rules regarding conflicts of laws.

18.

Severability. The invalidity of any one or more terms or provisions hereof or of any other agreement or instrument given

pursuant to or in connection with this Agreement will not affect the remaining portions of this Agreement or any such other agreement

or instrument or any part thereof, all of which are inserted conditionally on their being held valid in law; and in the event that one

or more of the terms or provisions contained herein or therein should be invalid, or should operate to render this Agreement or any such

other agreement or instrument invalid, this Agreement and such other agreements and instruments will be construed as if such invalid terms

or provisions had not been inserted. In addition, in the event that one or more of the terms or provisions hereof or of any other agreement

or instrument given pursuant to or in connection with this Agreement should be invalid, the Member will use its best efforts to adopt

an appropriate substitute for the invalidated terms or provisions consistent with the intent of the Member and to take all other necessary

and appropriate actions to effectuate the intent of the Member as embodied in such invalidated provision, including, without limitation

and if necessary, amending the Certificate, as then in effect.

19.

Facsimile. This Agreement may be executed and delivered by facsimile or any similar instantaneous electronic transmission

device pursuant to which the signature of or on behalf of the signing party can be seen, and such execution and delivery will be considered

valid, binding and effective for all purposes.

* * * * *

IN WITNESS WHEREOF,

the undersigned has executed this Limited Liability Company Agreement of Marine Products Group, LLC as of the date first written above.

SOLE MEMBER:

MASTERCRAFT BOAT HOLDINGS, INC.

By:

/s/ Bradley M. Nelson

Name:

Bradley M. Nelson

Title:

Chief Executive Officer

[Signature

Page to Amended & Restated Limited Liability Company Agreement of Marine Products Group, LLC]

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May 15, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-16263

Entity Registrant Name

Marine Products Group, LLC

Entity Central Index Key

0001129155

Entity Tax Identification Number

58-2572419

Entity Incorporation, State or Country Code

Entity Address, Address Line One

100

Cherokee Cove Drive

Entity Address, City or Town

Vonore

Entity Address, State or Province

Entity Address, Postal Zip Code

37885

City Area Code

423

Local Phone Number

884-2221

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.10 par value

Trading Symbol

MPX

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Information, Former Legal or Registered Name

Marine Products Corporation

Former Address [Member]

Entity Addresses [Line Items]

Entity Address, Address Line One

2801 Buford Highway NE

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

Atlanta

Entity Address, State or Province

Entity Address, Postal Zip Code

30329

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Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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End date of current fiscal year in the format --MM-DD.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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Former Legal or Registered Name of an entity

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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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.

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-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.

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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.

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