MasterCraft Boat Holdings Inc美股招股说明书(2026-04-02版)

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT Dear Stockholders of MasterCraft and Marine Products: On behalf of the board of directors of MasterCraft Boat Holdings, Inc., which is referred to as “MasterCraft”, and Marine Products Corporation, whichis referred to as “Marine Products”, we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisitionof Marine Products by MasterCraft. We are requesting that you take certain actions as a holder of MasterCraft common stock or Marine Productscommon stock, as more fully described in this joint proxy statement/prospectus. Each of the board of directors of MasterCraft and the board of directors of Marine Products (acting upon the recommendation of a special committee ofthe board of directors of Marine Products consisting solely of “disinterested directors” (as defined in Section144 of the Delaware General CorporationLaw), which is referred to as the “special committee”) has unanimously approved an Agreement and Plan of Merger, dated as of February5, 2026,which, as may be amended from time to time, is referred to as the “merger agreement”, by and among MasterCraft, Titan Merger Sub 1, Inc., a directwholly owned subsidiary of MasterCraft, which is referred to as “Merger Sub 1”, Titan Merger Sub 2, LLC, a direct wholly owned subsidiary ofMasterCraft, which is referred to as “Merger Sub 2”, and Marine Products. Subject to the terms and conditions of the merger agreement, which aremore fully described in the accompanying joint proxy statement/prospectus, MasterCraft will acquire Marine Products through the merger of MergerSub 1 with and into Marine Products, which transaction is referred to as the “first merger”. Marine Products will survive the first merger and become adirect, wholly owned subsidiary of MasterCraft. In addition, as more fully described in the accompanying joint proxy statement/prospectus, immediatelyfollowing the completion of the first merger, Marine Products will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, whollyowned subsidiary of MasterCraft, which transaction is referred to as the “second merger” and, together with the first merger, the “mergers”. If the first merger is completed, Marine Products stockholders will be entitled to receive (i) 0.232 shares of MasterCraft common stock, which isreferred to as the “stock consideration”, and (ii) $2.43 in cash, without interest, which is referred to as the “cash consideration”, for each share ofMarine Products common stock that they hold immediately prior to the completion of the first merger. The stock consideration and the cashconsideration are collectively referred to as the “merger consideration”. The exchange ratio is fixed and will not be adjusted to reflect stock pricechanges prior to the consummation of the first merger. The merger consideration will not be deliverable with respect to (i)shares of Marine Productscommon stock that are directly owned by Marine Products, any subsidiary of Marine Products, MasterCraft, Merger Sub 1 or Merger Sub 2 immediatelyprior to first merger, each of which will be canceled and will cease to exist upon the completion of the first merger, (ii)shares of Marine Productscommon stock that are held by a holder of record or beneficial owner (as defined in Section262 of the Delaware General Corporation Law) who isentitled to demand and properly demands, and does not properly withdraw or otherwise lose its rights to, appraisal of such shares pursuant toSection262 of the Delaware General Corporation Law and (iii)certain Marine Products restricted stock awards granted in 2026 and held by employeeswho continue with the combined company following the closing of the mergers. MasterCraft stockholders will continue to own their existing shares ofMasterCraft common stock, the form of which will not be changed by the transaction. Upon completion of the mergers, former Marine Products stockholders will own approximately 33.4% of the then outstanding MasterCraft commonstock and MasterCraft stockholders will own the remaining 66.6%, based on the number of shares of MasterCraft and Marine Products outstanding as ofMarch30, 2026, the last practicable trading day before the date of the joint proxy statement/prospectus, and assuming no Marine Products stockholdersexercise appraisal rights. Table of Contents The value of the merger consideration to be received in exchange for each share of Marine Products common stock will fluctuate with the market valueof MasterCraft common stock until the first merger is completed. Based on MasterCraft’s closing stock price on February4, 2026, the implied value ofthe merger consideration was $7.79per share of Marine Products common stock. Based on MasterCraft’s closing stock price on March30, 2026, the lastpracticable trading day before the date of this joint proxy statement/prospectus, the implied value of the merger consideration was $7.21per share ofMarine Product