BC 10-K report for 2025-12-31

BC 10-K report for 2025-12-31 bcorp-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2025  or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______________ to ______________ Commission file number 1-1043 Brunswick Corporation (Exact name of registrant as specified in its charter) Delaware 36-0848180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 26125 N. Riverwoods Blvd., Suite 500 , Mettawa , IL 60045-3420 (Address of principal executive offices, including zip code) ( 847 ) 735-4700 (Registrant's telephone number, including area code) 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, par value $0.75 per share BC New York Stock Exchange, NYSE Texas, Inc. 6.375% Senior Notes due 2049 BC-C New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 28, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock of the registrant held by non-affiliates was $ 3,592,036,127 . Such number excludes stock beneficially owned by executive officers and directors. This does not constitute an admission that they are affiliates. The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of February 10, 2026 was 64,850,982 . DOCUMENTS INCORPORATED BY REFERENCE Part III of this Report on Form 10-K incorporates by reference certain information that will be set forth in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May 6, 2026. BRUNSWICK CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K December 31, 2025 TABLE OF CONTENTS PART I Page Item 1. Business 1 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 23 Item 1C. Cybersecurity 23 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Pur Management's Discussion and Analysis of Financial Condition and Results of Operations Certain statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Brunswick Corporation (the Company, we, us, our) are forward-looking statements. Forward-looking statements are based on current expectations, estimates, and projections about our business and by their nature address matters that are, to different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements above. Certain statements in Management's Discussion and Analysis are based on non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. A "non-GAAP financial measure" is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. For example, the discussion of our cash flows includes an analysis of free cash flows and total liquidity; the discussion of our net sales includes net sales on a constant currency basis; the discussion of our net sales includes net sales excluding acquisitions; and the discussion of our earnings includes a presentation of operating earnings and operating margin excluding restructuring, exit and impairment charges, purchase accounting amortization, acquisition, integration, and IT related costs, IT security incident costs and other applicable charges and of diluted earnings per common share, as adjusted. Non-GAAP financial measures do not include operating and statistical measures. We include non-GAAP financial measures in Management's Discussion and Analysis as management believes these measures and the information they provide are useful to investors because they permit investors to view our performance using the same tools that management uses to evaluate our ongoing business performance. In order to better align our reported results with the internal metrics management uses to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to acquisitions, among other adjustments. We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable effort. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments. For a discussion of Brunswick's consolidated results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2025. 29 Table of Contents IT Security Incident In June 2023, the Company experienced an IT security incident that impacted some of its systems and global facilities. Please refer to Note 1 – Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further details. Acquisitions On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.3 million. Refer to  Note 4 – Acquisitions in the Notes to the Consolidated Financial Statements for further information. Matters Affecting Comparability Changes in Foreign Currency Rates. Percentage changes in net sales expressed in constant currency reflect the impact that changes in currency exchange rates had on comparisons of net sales. To determine this information, net sales transacted in currencies other than the U.S. dollar have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period. The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 26 percent of our annual net sales are transacted in a currency other than the U.S. dollar. Our most material exposures include sales in Euros, Canadian dollars, Australian dollars and Brazilian real. The table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales: Net Sales 2025 vs. 2024 (in millions) 2025 2024 GAAP Currency Impact Acquisition Impact Propulsion $ 2,177.2 $ 2,074.2  5.0% 0.3% —% Engine P&A 1,217.5 1,160.8  4.9% 0.1% —% Navico Group 800.4 800.2  —% 0.9% —% Boat 1,525.2 1,553.5  (1.8)% 0.2% 0.5% Segment Eliminations (357.5) (351.6) (1.7)% —% —% Total $ 5,362.8 $ 5,237.1  2.4% 0.3% 0.2% 30 Table of Contents Results of Operations Consolidated The following table sets forth certain amounts, ratios and relationships calculated from the Consolidated Statements of Operations for 2025 and 2024: 2025 vs. 2024 (in millions, except per share data) 2025 2024  $ % Net sales $ 5,362.8 $ 5,237.1 $ 125.7 2.4% Cost of sales 4,030.6 3,886.3 144.3 3.7% Gross margin (A) 1,332.2 1,350.8 (18.6) (1.4)% Selling, general and administrative expense 851.1 747.9 103.2 13.8% Research and development expense 168.7 169.6 (0.9) (0.5)% Restructuring, exit and impairment charges 353.1 121.7 231.4 NM Operating (loss) earnings (40.7) 311.6 (352.3) NM Equity earnings 7.0 8.6 (1.6) (18.6)% Other (expense) income, net (1.6) 9.0 (10.6) NM (Loss) earnings before interest and income taxes (35.3) 329.2 (364.5) NM Interest expense (111.7) (126.6) 14.9 11.8% Interest income 7.2 13.4 (6.2) (46.3)% Gain (loss) on early extinguishment of debt 4.1 (12.7) 16.8 NM (Loss) earnings before income taxes (135.7) 203.3 (339.0) NM Income tax provision 0.2 54.0 (53.8) (99.6)% Net (loss) earnings from continuing operations (135.9) 149.3 (285.2) NM Net (loss) from discontinued operations, net of tax (1.4) (19.2) 17.8 (92.7)% Net (loss) earnings (137.3) 130.1  (267.4) NM Diluted (loss) earnings per common share from continuing operations $ (2.06) $ 2.21 $ (4.27) NM Expressed as a percentage of Net sales: Gross margin (A) 24.8 % 25.8  % (100) bps Selling, general and administrative expense 15.9 % 14.3  % 160 bps Research and development expense 3.1 % 3.2  % (10) bps Restructuring, exit and impairment charges 6.6 % 2.3  % 430 bps Operating margin (0.8) % 5.9  % (670) bps NM = not meaningful bps = basis points (A) Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations. 31 Table of Contents The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for 2025 and 2024: Operating (loss) Earnings Diluted (Loss) Earnings Per Share (in millions, except per share data) 2025 2024 2025 2024 GAAP $ (40.7) $ 311.6  $ (2.06) $ 2.21  Restructuring, exit and impairment charges 353.1 121.7  5.03 1.41  Purchase accounting amortization 58.6 58.5  0.84 0.68  Acquisition, integration, and IT related costs 0.1 3.6  — 0.04  Special tax items (A) —  —  (0.48) 0.19  (Gain) loss on early extinguishment of debt —  —  (0.06) 0.15  Release of dissolved entity foreign currency translation —  —  —  0.01  Gain on sale of business —  —  —  (0.12) As Adjusted $ 371.1 $ 495.4  $ 3.27 $ 4.57  GAAP operating margin (0.8) % 5.9  % Adjusted operating margin 6.9 % 9.5  % (A) Special tax items during the year ended December 31, 2025 primarily relates to the discrete income tax benefit associated with goodwill impairment and 2024 tax return to provision adjustments. Special tax items during the year ended December 31, 2024 primarily relate to the discrete income tax expense recorded associated with an increase in the state valuation allowance and the discrete income tax benefit associated with goodwill impairment. 2025 vs. 2024 Net sales increased 2.4 percent during 2025 when compared with 2024. The components of the consolidated net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume (0.8) % Product Mix and Price 2.7 % Acquisitions 0.3 % Currency 0.2 % 2.4 % Sales in 2025 increased compared to the prior year resulting from improved second-half market conditions and resulting stronger wholesale orders together with strong P&A and after market performance that helped overcome the impacts of the challenging first-half retail environment. Refer to the Propulsion, Engine P&A, Navico Group and Boat segments for further details on the drivers of net sales changes. Gross margin decreased 100 basis points in 2025 when compared with 2024 driven by material inflation including tariffs (250 bps), partially offset by an increase in sales (120 bps), favorable currency exchange-rate fluctuations (20 bps), and higher absorption (10 bps). Selling, general and administrative expenses as a percentage of net sales increased 160 basis points during 2025 when compared with the same prior year period, primarily due to the reinstatement of variable compensation (194 bps), which was partially offset by higher sales (34 bps). Research and development expense remained flat during 2025 versus 2024. During 2025, we recorded restructuring, exit and impairment charges of $353.1 million compared with $121.7 million in 2024. Restructuring, exit and impairment charges include $322.5 million and $85.0 million of Navico Group impairments in 2025 and 2024 respectively. We estimate that the restructuring actions executed in 2025 will result in approximately $16.0 million of annualized cost savings. See Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Consolidated Financial Statements for further details. 32 Table of Contents We recognized Equity earnings (loss) of $7.0 million and $8.6 million in 2025 and 2024, respectively, which were mainly related to our marine and technology-related joint ventures. Refer to Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information. We recognized $(1.6) million and $9.0 million in 2025 and 2024, respectively, in Other (loss) income, net. Other (loss) income, net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs as well as the gain on sale of one of our businesses in 2024. Net interest expense decreased in 2025 compared with 2024 due to a decrease in average daily debt outstanding, which was driven by early extinguishment of debt. We recognized a gain on early extinguishment of debt related to the tender offer slightly offset by a loss on early extinguishment of debt related to 2048 Notes and 2049 Notes. Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements. We recognized an income tax provision of $0.2 million and $54.0 million in 2025 and 2024, respectively. For the year ended December 31, 2025 the effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of the goodwill and intangible asset impairments. The effective tax rate, which is calculated as the income tax provision as a percentage of earnings before income taxes, was (0.2) percent and 26.6 percent for 2025 and 2024, respectively. See Note 10 – Income Taxes in the Notes to Consolidated Financial Statements for a reconciliation of our effective tax rate and statutory Federal income tax rate. Due to the factors described in the preceding paragraphs, Operating (loss) earnings, Net (loss) earnings from continuing operations, and Diluted (loss) earnings per common share from continuing operations decreased during 2025. Diluted (loss) earnings per common share from continuing operations benefited from common stock repurchases in both years. Segments We have four reportable segments: Propulsion, Engine P&A, Navico Group, and Boat. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for details on the segment operations. Propulsion Segment The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024  $ % Net sales $ 2,177.2 $ 2,074.2 $ 103.0  5.0  % GAAP operating earnings $ 193.0 $ 242.6 $ (49.6) (20.4) % Restructuring, exit and impairment charges 1.2 9.6 (8.4) (87.5) % Purchase accounting amortization 1.2 1.5 (0.3) (20.0) % Acquisition, integration, and IT related costs 0.1 1.5 (1.4) (93.3) % Adjusted operating earnings $ 195.5 $ 255.2 $ (59.7) (23.4) % GAAP operating margin 8.9 % 11.7  % (280) bps Adjusted operating margin 9.0 % 12.3  % (330) bps bps = basis points 33 Table of Contents 2025 vs. 2024 Propulsion segment's net sales increased 5 percent in 2025 versus prior year due to pricing actions and strong OEM orders. The components of the Propulsion segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume 0.3 % Product Mix and Price 4.4 % Currency 0.3 % 5.0 % International sales were 37 percent of the Propul Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 23 Item 1C. Cybersecurity 23 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Reserved 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A. Controls and Procedures 42 Item 9B. Other Information 42 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 43 PART III Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11. Executive Compensation 44 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 44 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 Item 14. Principal Accounting Fees and Services 44 PART IV Item 15. Exhibits and Financial Statement Schedules 45 Item 16. Form 10-K Summary 96 Forward-Looking Statements Certain statements in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates and projections about Brunswick's business and by their nature address matters that are, to different degrees, uncertain. Words such as "may," "could," "should," "expect," "anticipate," "project," "position," "intend," "target," "plan," "seek," "estimate," "believe," "predict," "outlook," "will," and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report on Form 10-K. These risks include, but are not limited to, those set forth under Item 1A of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Annual Report. Table of Contents PART I Item 1. Business References to "we," "us," "our," the "Company," "Brunswick," and "Brunswick Corporation" refer to Brunswick Corporation and its consolidated subsidiaries unless the context specifically states or implies otherwise. Brunswick Corporation is a global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond. Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests."™ We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club. We are dedicated to global industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for over 100 years. Our strategy is focused on: • Enhancing our unique, cycle resistant portfolio of industry-leading brands across multiple marine categories; • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry-leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in innovative technologies, including artificial intelligence and Autonomy, Connectivity, Electrification, and Shared-Access (ACES) applications; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency through supply chain and operations improvements; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness. These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value across an array of market conditions. Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in furthering our market leadership position through product and technology innovation, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capital to shareholders through dividends and moderate share repurchases. 1 Table of Contents Key brands associated with each of our segments are listed below. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for additional information regarding our segments. Propulsion Segment The Propulsion segment, which we believe is a world leader in the manufacturing and sale of recreational marine engines and propulsion systems, had net sales of $ 2,177.2 million in 2025. The Propulsion segment designs, manufactures, and sells engines, controls, rigging, and propellers globally to over 900 boat builders (both independent and Brunswick's Boat segment) and a network of more than 9,000 marine dealers and distributors, specialty marine retailers, marine service centers, and various local, state, and federal governmental agencies . White River Marine Group, LLC (including Tracker and Ranger Boats) and Brunswick Boat Group are significant customers. Propulsion segment engines are designed for use in recreational, commercial, and racing applications. Mercury designs and sells four-stroke outboard engine models ranging from 2.5 to 600 horsepower; Mercury Marine and Mercury Racing manufacture gas and diesel inboard and sterndrive engine models ranging from 115 to 1,550 horsepower. Mercury Marine also manufactures two-stroke, non-DFI (direct fuel injection) engines for certain markets outside the United States and Avator™ electric propulsion systems in models ranging from 7.5e to 110e. The Propulsion segment also includes Fliteboard premium electric eFoil systems. Engine P&A Segment The Engine Parts & Accessories (Engine P&A) segment had net sales of $ 1,217.5 million in 2025. Engine P&A sells products such as engine parts and consumables including oils and lubricants, electrical products, boat parts and systems, and also includes our marine parts and accessories distribution businesses. Engine P&A products are designed for and sold mostly to aftermarket retailers, dealers, distributors, and original equipment manufacturers (OEMs) (including Brunswick Boat segment brands) for both marine and non-marine markets. The Engine P&A distribution businesses are leading distributors of Brunswick and third party marine parts and accessories throughout North America, Europe, and Asia-Pacific, offering same-day or next-day delivery service to a broad array of marine service facilities. 2 Table of Contents Navico Group Segment The Navico Group segment, which had net sales of $ 800.4 million in 2025, designs, develops, manufactures, and markets products and systems for the recreational and commercial marine, RV, specialty v Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A. Controls and Procedures 42 Item 9B. Other Information 42 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 43 PART III Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11. Executive Compensation 44 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 44 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 Item 14. Principal Accounting Fees and Services 44 PART IV Item 15. Exhibits and Financial Statement Schedules 45 Item 16. Form 10-K Summary 96 Forward-Looking Statements Certain statements in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates and projections about Brunswick's business and by their nature address matters that are, to different degrees, uncertain. Words such as "may," "could," "should," "expect," "anticipate," "project," "position," "intend," "target," "plan," "seek," "estimate," "believe," "predict," "outlook," "will," and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report on Form 10-K. These risks include, but are not limited to, those set forth under Item 1A of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Annual Report. Table of Contents PART I Item 1. Business References to "we," "us," "our," the "Company," "Brunswick," and "Brunswick Corporation" refer to Brunswick Corporation and its consolidated subsidiaries unless the context specifically states or implies otherwise. Brunswick Corporation is a global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond. Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests."™ We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club. We are dedicated to global industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for over 100 years. Our strategy is focused on: • Enhancing our unique, cycle resistant portfolio of industry-leading brands across multiple marine categories; • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry-leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in innovative technologies, including artificial intelligence and Autonomy, Connectivity, Electrification, and Shared-Access (ACES) applications; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency through supply chain and operations improvements; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness. These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value across an array of market conditions. Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in furthering our market leadership position through product and technology innovation, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capi

BC 10-K report for 2025-12-31 bcorp-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2025  or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______________ to ______________ Commission file number 1-1043 Brunswick Corporation (Exact name of registrant as specified in its charter) Delaware 36-0848180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 26125 N. Riverwoods Blvd., Suite 500 , Mettawa , IL 60045-3420 (Address of principal executive offices, including zip code) ( 847 ) 735-4700 (Registrant's telephone number, including area code) 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, par value $0.75 per share BC New York Stock Exchange, NYSE Texas, Inc. 6.375% Senior Notes due 2049 BC-C New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of June 28, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock of the registrant held by non-affiliates was $ 3,592,036,127 . Such number excludes stock beneficially owned by executive officers and directors. This does not constitute an admission that they are affiliates. The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of February 10, 2026 was 64,850,982 . DOCUMENTS INCORPORATED BY REFERENCE Part III of this Report on Form 10-K incorporates by reference certain information that will be set forth in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May 6, 2026. BRUNSWICK CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K December 31, 2025 TABLE OF CONTENTS PART I Page Item 1. Business 1 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 23 Item 1C. Cybersecurity 23 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Pur Management's Discussion and Analysis of Financial Condition and Results of Operations Certain statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Brunswick Corporation (the Company, we, us, our) are forward-looking statements. Forward-looking statements are based on current expectations, estimates, and projections about our business and by their nature address matters that are, to different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements above. Certain statements in Management's Discussion and Analysis are based on non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. A "non-GAAP financial measure" is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. For example, the discussion of our cash flows includes an analysis of free cash flows and total liquidity; the discussion of our net sales includes net sales on a constant currency basis; the discussion of our net sales includes net sales excluding acquisitions; and the discussion of our earnings includes a presentation of operating earnings and operating margin excluding restructuring, exit and impairment charges, purchase accounting amortization, acquisition, integration, and IT related costs, IT security incident costs and other applicable charges and of diluted earnings per common share, as adjusted. Non-GAAP financial measures do not include operating and statistical measures. We include non-GAAP financial measures in Management's Discussion and Analysis as management believes these measures and the information they provide are useful to investors because they permit investors to view our performance using the same tools that management uses to evaluate our ongoing business performance. In order to better align our reported results with the internal metrics management uses to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to acquisitions, among other adjustments. We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable effort. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments. For a discussion of Brunswick's consolidated results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2025. 29 Table of Contents IT Security Incident In June 2023, the Company experienced an IT security incident that impacted some of its systems and global facilities. Please refer to Note 1 – Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further details. Acquisitions On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.3 million. Refer to  Note 4 – Acquisitions in the Notes to the Consolidated Financial Statements for further information. Matters Affecting Comparability Changes in Foreign Currency Rates. Percentage changes in net sales expressed in constant currency reflect the impact that changes in currency exchange rates had on comparisons of net sales. To determine this information, net sales transacted in currencies other than the U.S. dollar have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period. The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 26 percent of our annual net sales are transacted in a currency other than the U.S. dollar. Our most material exposures include sales in Euros, Canadian dollars, Australian dollars and Brazilian real. The table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales: Net Sales 2025 vs. 2024 (in millions) 2025 2024 GAAP Currency Impact Acquisition Impact Propulsion $ 2,177.2 $ 2,074.2  5.0% 0.3% —% Engine P&A 1,217.5 1,160.8  4.9% 0.1% —% Navico Group 800.4 800.2  —% 0.9% —% Boat 1,525.2 1,553.5  (1.8)% 0.2% 0.5% Segment Eliminations (357.5) (351.6) (1.7)% —% —% Total $ 5,362.8 $ 5,237.1  2.4% 0.3% 0.2% 30 Table of Contents Results of Operations Consolidated The following table sets forth certain amounts, ratios and relationships calculated from the Consolidated Statements of Operations for 2025 and 2024: 2025 vs. 2024 (in millions, except per share data) 2025 2024  $ % Net sales $ 5,362.8 $ 5,237.1 $ 125.7 2.4% Cost of sales 4,030.6 3,886.3 144.3 3.7% Gross margin (A) 1,332.2 1,350.8 (18.6) (1.4)% Selling, general and administrative expense 851.1 747.9 103.2 13.8% Research and development expense 168.7 169.6 (0.9) (0.5)% Restructuring, exit and impairment charges 353.1 121.7 231.4 NM Operating (loss) earnings (40.7) 311.6 (352.3) NM Equity earnings 7.0 8.6 (1.6) (18.6)% Other (expense) income, net (1.6) 9.0 (10.6) NM (Loss) earnings before interest and income taxes (35.3) 329.2 (364.5) NM Interest expense (111.7) (126.6) 14.9 11.8% Interest income 7.2 13.4 (6.2) (46.3)% Gain (loss) on early extinguishment of debt 4.1 (12.7) 16.8 NM (Loss) earnings before income taxes (135.7) 203.3 (339.0) NM Income tax provision 0.2 54.0 (53.8) (99.6)% Net (loss) earnings from continuing operations (135.9) 149.3 (285.2) NM Net (loss) from discontinued operations, net of tax (1.4) (19.2) 17.8 (92.7)% Net (loss) earnings (137.3) 130.1  (267.4) NM Diluted (loss) earnings per common share from continuing operations $ (2.06) $ 2.21 $ (4.27) NM Expressed as a percentage of Net sales: Gross margin (A) 24.8 % 25.8  % (100) bps Selling, general and administrative expense 15.9 % 14.3  % 160 bps Research and development expense 3.1 % 3.2  % (10) bps Restructuring, exit and impairment charges 6.6 % 2.3  % 430 bps Operating margin (0.8) % 5.9  % (670) bps NM = not meaningful bps = basis points (A) Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations. 31 Table of Contents The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for 2025 and 2024: Operating (loss) Earnings Diluted (Loss) Earnings Per Share (in millions, except per share data) 2025 2024 2025 2024 GAAP $ (40.7) $ 311.6  $ (2.06) $ 2.21  Restructuring, exit and impairment charges 353.1 121.7  5.03 1.41  Purchase accounting amortization 58.6 58.5  0.84 0.68  Acquisition, integration, and IT related costs 0.1 3.6  — 0.04  Special tax items (A) —  —  (0.48) 0.19  (Gain) loss on early extinguishment of debt —  —  (0.06) 0.15  Release of dissolved entity foreign currency translation —  —  —  0.01  Gain on sale of business —  —  —  (0.12) As Adjusted $ 371.1 $ 495.4  $ 3.27 $ 4.57  GAAP operating margin (0.8) % 5.9  % Adjusted operating margin 6.9 % 9.5  % (A) Special tax items during the year ended December 31, 2025 primarily relates to the discrete income tax benefit associated with goodwill impairment and 2024 tax return to provision adjustments. Special tax items during the year ended December 31, 2024 primarily relate to the discrete income tax expense recorded associated with an increase in the state valuation allowance and the discrete income tax benefit associated with goodwill impairment. 2025 vs. 2024 Net sales increased 2.4 percent during 2025 when compared with 2024. The components of the consolidated net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume (0.8) % Product Mix and Price 2.7 % Acquisitions 0.3 % Currency 0.2 % 2.4 % Sales in 2025 increased compared to the prior year resulting from improved second-half market conditions and resulting stronger wholesale orders together with strong P&A and after market performance that helped overcome the impacts of the challenging first-half retail environment. Refer to the Propulsion, Engine P&A, Navico Group and Boat segments for further details on the drivers of net sales changes. Gross margin decreased 100 basis points in 2025 when compared with 2024 driven by material inflation including tariffs (250 bps), partially offset by an increase in sales (120 bps), favorable currency exchange-rate fluctuations (20 bps), and higher absorption (10 bps). Selling, general and administrative expenses as a percentage of net sales increased 160 basis points during 2025 when compared with the same prior year period, primarily due to the reinstatement of variable compensation (194 bps), which was partially offset by higher sales (34 bps). Research and development expense remained flat during 2025 versus 2024. During 2025, we recorded restructuring, exit and impairment charges of $353.1 million compared with $121.7 million in 2024. Restructuring, exit and impairment charges include $322.5 million and $85.0 million of Navico Group impairments in 2025 and 2024 respectively. We estimate that the restructuring actions executed in 2025 will result in approximately $16.0 million of annualized cost savings. See Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Consolidated Financial Statements for further details. 32 Table of Contents We recognized Equity earnings (loss) of $7.0 million and $8.6 million in 2025 and 2024, respectively, which were mainly related to our marine and technology-related joint ventures. Refer to Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information. We recognized $(1.6) million and $9.0 million in 2025 and 2024, respectively, in Other (loss) income, net. Other (loss) income, net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs as well as the gain on sale of one of our businesses in 2024. Net interest expense decreased in 2025 compared with 2024 due to a decrease in average daily debt outstanding, which was driven by early extinguishment of debt. We recognized a gain on early extinguishment of debt related to the tender offer slightly offset by a loss on early extinguishment of debt related to 2048 Notes and 2049 Notes. Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements. We recognized an income tax provision of $0.2 million and $54.0 million in 2025 and 2024, respectively. For the year ended December 31, 2025 the effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of the goodwill and intangible asset impairments. The effective tax rate, which is calculated as the income tax provision as a percentage of earnings before income taxes, was (0.2) percent and 26.6 percent for 2025 and 2024, respectively. See Note 10 – Income Taxes in the Notes to Consolidated Financial Statements for a reconciliation of our effective tax rate and statutory Federal income tax rate. Due to the factors described in the preceding paragraphs, Operating (loss) earnings, Net (loss) earnings from continuing operations, and Diluted (loss) earnings per common share from continuing operations decreased during 2025. Diluted (loss) earnings per common share from continuing operations benefited from common stock repurchases in both years. Segments We have four reportable segments: Propulsion, Engine P&A, Navico Group, and Boat. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for details on the segment operations. Propulsion Segment The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024  $ % Net sales $ 2,177.2 $ 2,074.2 $ 103.0  5.0  % GAAP operating earnings $ 193.0 $ 242.6 $ (49.6) (20.4) % Restructuring, exit and impairment charges 1.2 9.6 (8.4) (87.5) % Purchase accounting amortization 1.2 1.5 (0.3) (20.0) % Acquisition, integration, and IT related costs 0.1 1.5 (1.4) (93.3) % Adjusted operating earnings $ 195.5 $ 255.2 $ (59.7) (23.4) % GAAP operating margin 8.9 % 11.7  % (280) bps Adjusted operating margin 9.0 % 12.3  % (330) bps bps = basis points 33 Table of Contents 2025 vs. 2024 Propulsion segment's net sales increased 5 percent in 2025 versus prior year due to pricing actions and strong OEM orders. The components of the Propulsion segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume 0.3 % Product Mix and Price 4.4 % Currency 0.3 % 5.0 % International sales were 37 percent of the Propul Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 23 Item 1C. Cybersecurity 23 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Reserved 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A. Controls and Procedures 42 Item 9B. Other Information 42 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 43 PART III Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11. Executive Compensation 44 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 44 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 Item 14. Principal Accounting Fees and Services 44 PART IV Item 15. Exhibits and Financial Statement Schedules 45 Item 16. Form 10-K Summary 96 Forward-Looking Statements Certain statements in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates and projections about Brunswick's business and by their nature address matters that are, to different degrees, uncertain. Words such as "may," "could," "should," "expect," "anticipate," "project," "position," "intend," "target," "plan," "seek," "estimate," "believe," "predict," "outlook," "will," and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report on Form 10-K. These risks include, but are not limited to, those set forth under Item 1A of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Annual Report. Table of Contents PART I Item 1. Business References to "we," "us," "our," the "Company," "Brunswick," and "Brunswick Corporation" refer to Brunswick Corporation and its consolidated subsidiaries unless the context specifically states or implies otherwise. Brunswick Corporation is a global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond. Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests."™ We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club. We are dedicated to global industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for over 100 years. Our strategy is focused on: • Enhancing our unique, cycle resistant portfolio of industry-leading brands across multiple marine categories; • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry-leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in innovative technologies, including artificial intelligence and Autonomy, Connectivity, Electrification, and Shared-Access (ACES) applications; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency through supply chain and operations improvements; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness. These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value across an array of market conditions. Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in furthering our market leadership position through product and technology innovation, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capital to shareholders through dividends and moderate share repurchases. 1 Table of Contents Key brands associated with each of our segments are listed below. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for additional information regarding our segments. Propulsion Segment The Propulsion segment, which we believe is a world leader in the manufacturing and sale of recreational marine engines and propulsion systems, had net sales of $ 2,177.2 million in 2025. The Propulsion segment designs, manufactures, and sells engines, controls, rigging, and propellers globally to over 900 boat builders (both independent and Brunswick's Boat segment) and a network of more than 9,000 marine dealers and distributors, specialty marine retailers, marine service centers, and various local, state, and federal governmental agencies . White River Marine Group, LLC (including Tracker and Ranger Boats) and Brunswick Boat Group are significant customers. Propulsion segment engines are designed for use in recreational, commercial, and racing applications. Mercury designs and sells four-stroke outboard engine models ranging from 2.5 to 600 horsepower; Mercury Marine and Mercury Racing manufacture gas and diesel inboard and sterndrive engine models ranging from 115 to 1,550 horsepower. Mercury Marine also manufactures two-stroke, non-DFI (direct fuel injection) engines for certain markets outside the United States and Avator™ electric propulsion systems in models ranging from 7.5e to 110e. The Propulsion segment also includes Fliteboard premium electric eFoil systems. Engine P&A Segment The Engine Parts & Accessories (Engine P&A) segment had net sales of $ 1,217.5 million in 2025. Engine P&A sells products such as engine parts and consumables including oils and lubricants, electrical products, boat parts and systems, and also includes our marine parts and accessories distribution businesses. Engine P&A products are designed for and sold mostly to aftermarket retailers, dealers, distributors, and original equipment manufacturers (OEMs) (including Brunswick Boat segment brands) for both marine and non-marine markets. The Engine P&A distribution businesses are leading distributors of Brunswick and third party marine parts and accessories throughout North America, Europe, and Asia-Pacific, offering same-day or next-day delivery service to a broad array of marine service facilities. 2 Table of Contents Navico Group Segment The Navico Group segment, which had net sales of $ 800.4 million in 2025, designs, develops, manufactures, and markets products and systems for the recreational and commercial marine, RV, specialty v Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8. Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A. Controls and Procedures 42 Item 9B. Other Information 42 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 43 PART III Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11. Executive Compensation 44 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 44 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 Item 14. Principal Accounting Fees and Services 44 PART IV Item 15. Exhibits and Financial Statement Schedules 45 Item 16. Form 10-K Summary 96 Forward-Looking Statements Certain statements in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates and projections about Brunswick's business and by their nature address matters that are, to different degrees, uncertain. Words such as "may," "could," "should," "expect," "anticipate," "project," "position," "intend," "target," "plan," "seek," "estimate," "believe," "predict," "outlook," "will," and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report on Form 10-K. These risks include, but are not limited to, those set forth under Item 1A of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Annual Report. Table of Contents PART I Item 1. Business References to "we," "us," "our," the "Company," "Brunswick," and "Brunswick Corporation" refer to Brunswick Corporation and its consolidated subsidiaries unless the context specifically states or implies otherwise. Brunswick Corporation is a global leader in marine recreation, delivering innovation that transforms experiences on the water and beyond. Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests."™ We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club. We are dedicated to global industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for over 100 years. Our strategy is focused on: • Enhancing our unique, cycle resistant portfolio of industry-leading brands across multiple marine categories; • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry-leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in innovative technologies, including artificial intelligence and Autonomy, Connectivity, Electrification, and Shared-Access (ACES) applications; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency through supply chain and operations improvements; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness. These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value across an array of market conditions. Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in furthering our market leadership position through product and technology innovation, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capi

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