Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. 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, the Lender funded an initial loan in the principal amount of $2.0 million.

Loans under the Loan Agreement bear simple interest at 15.0% per annum and mature on the earlier of 180 days after funding and the closing date of the sale of the applicable boat. The Borrowers may extend a loan for one additional 90-day period, with an extension premium equal to 2% of the applicable principal amount added to the outstanding balance as additional interest.

The Borrowers are required to pay a 1% origination fee with respect to each loan and a profit participation equal to 5% of the gross profit, if any, realized on the sale of the applicable boat. Each loan is a full-recourse, unsecured obligation of the Borrowers, and the Borrowers are jointly and severally liable for all obligations under the Loan Agreement and the applicable written deal schedule.

The Loan Agreement states that the loans are intended to be ordinary commercial loans and not investment securities, and that the Lender has no ownership interest in the financed boats or right to participate in decisions relating to the Borrowers' business or the acquisition, marketing, pricing, sale or disposition of the financed boats.

The Company is disclosing the transaction as a related-party transaction because Jason Ruegg, the Company's President and controlling shareholder entered into a Personal Guaranty and Stock Pledge Agreement (the "Guaranty and Pledge Agreement") in favor of the Lender, pursuant to which he absolutely, unconditionally and irrevocably guarantees the payment and performance of the Borrowers' obligations under the Loan Agreement and each written deal schedule. Ruegg Capital Group, Inc., a North Carolina business corporation and affiliate of the Borrowers under common control, also entered into the Guaranty and Pledge Agreement and pledged shares of the Company's common stock owned by Mr. Ruegg having an aggregate collateral value of not less than $5.0 million as security for the obligations. Mr. Ruegg did not receive any consideration for issuing the Personal Guarantee and did so because he and the Company's board of directors determined, after reviewing other potential loan financing, that the Loan Agreement was in the best interests of the Company.

The foregoing description of the Loan Agreement is a summary only and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As described above, on June 22, 2026, the Borrowers incurred a direct financial obligation under the Loan Agreement in the initial principal amount of $2.0 million, plus accrued interest, fees, any extension premium and any profit participation.