Director — George Jousma: A non-independent director resigned from the board and compensation committee without any stated disagreement, representing a standard board turnover event.

Entry into a Material Definitive Agreement. On August 14, 2026, NextBoat Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with Greentree Financial Group, Inc., a Florida corporation (the “Lender”), pursuant to which the Lender agreed to loan the Company $510,000 in principal amount (the “Loan”). The Loan was evidenced by a 10% Convertible Promissory Note (the “Note”) in the principal amount of $510,000, which was issued with a 10% original issuance discount, resulting…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Director — Michael Kosloske: Mr. Kosloske resigned as a member of the Board, and Zebulon Z. Hadley was appointed to fill the vacancy.

Entry into a Material Definitive Agreement. On June 25, 2026, NextBoat Inc. (the “Company”), entered into a Strategic Partnership and Revenue Sharing Agreement (the “Partnership Agreement”) with MarineMax, Inc. (“MarineMax”). Pursuant to the Partnership Agreement, the parties agreed to collaborate on pre-owned vessel transactions, financing, insurance and related services, including through the use of the Company’s proprietary NextBoat AI Platform. As additional consideration, the Company agr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On June 22, 2026, NextBoat Inc. (the “Company”) and its subsidiary, Off The Hook Yacht Sales NC, LLC (“Off The Hook” and, together with the Company, the “Borrowers”), entered into a Master Loan Agreement (the “Loan Agreement”) with RLLT Capital, LLC (the “Lender”), providing for loans from time to time, at the Lender’s discretion, to finance a portion of the Borrowers’ acquisition of pre-owned boat inventory. In connection with the Loan Agreement, t…

Creation of a Direct Financial Obligation On May 13, 2026, the Company issued two promissory notes, one in the amount of $2,466,667 and one for $500,000. The $2,466,667 note is due in 24 monthly payments and bears interest at 6.0% per annum and the $500,000 note is due 365 days from issuance and bears no interest except in the event of default.. The $2,466,667 note is secured by the membership interests purchased in the MIPA. The above descriptions of the notes are summaries and are qualified…

Closing of Acquisition On May 13, 2026, Off The Hook YS Inc (the “Company”) completed the acquisition (the “Acquisition”) of Apex Marine, LLC., Apex Marine Sales, LLC. and Apex Marine Stuart, LLC. (collectively “Apex”). The Membership Interest Purchase Agreement (the “MIPA”) was originally signed on February 13, 2026. The closing occurred on May 13, 2026. The purchase price was an aggregate of $5.966,667 which was paid by paying $1.2 million in cash, the issuance of shares having a value of $…

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Unregistered Sales of Equity Securities In connection with the Acquisition, the Company agreed to issue the sellers of the Membership Interests an aggregate of 679,012 shares of the Company’s common stock. The issuance of the shares were made under the exemption under 4(2) of the Securities Act of 1933, as amended.

Entry into a Material Definitive Agreement. On February 13, 2026, Off The Hook YS Inc., a Nevada corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Apex Marine Sales, LLC, Apex Marine Stuart LLC, Apex Marine, LLC and Apex Marine Sales Brokerage, LLC, each a Florida limited liability company (collectively, the “Sellers”), pursuant to which the Company agreed to acquire all of the issued and outstanding equity interests of the Sell…

Director — Robert Gonnelli: Mr. Robert Gonnelli resigned from the Board of Directors without a named successor.

is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. In connection with the initial public offering (the “ Offering ”) of the common stock, par value $0.001 per share, of Off The Hook YS Inc. (the “ Company ”), described in the prospectus (the “ Prospectus ”), dated November 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which Prospectus is deemed to be part of the Registration Statement on Form S-1, as amended (File No. 3…