Hayward Holdings, Inc 10-Q for FY2026 Q3
Hayward Holdings, Inc. (HAYW)
10-Q
2026-10-28
For: 2026-09-26
View Original
Added on
October 28, 2026
About this 10-Q
Hayward Holdings, Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Hayward Holdings, Inc. reported nine-month net sales of $833.7 million, up 7.9%, and adjusted EBITDA of $213.6 million, up 8.8%. Tariffs and geopolitical conflicts pressured results, with E&RW sales down 1.9%. AI summary
Headline figures
Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $260.13M
- up 6.5% from $244.34M a year earlier
- Net income
- $32.42M
- up 34.9% from net income of $24.03M a year earlier
- Diluted EPS
- $0.15
- up 36.4% from $0.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 26, 2026
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: 001-40208
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Address of Principal Executive
Office)
(I.R.S. Employer Identification No.)
(Zip Code)
(704 ) 837-8002
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 | ||||||||||||
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.
| ☒ | 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.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had outstanding 208,390,131 shares of common stock as of October 26, 2026.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Hayward Holdings, Inc. (“Hayward,” the “Company,” “we,” “our” or “us”) contains certain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission. Such forward-looking statements relating to us are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These forward-looking statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in or incorporated by reference in this Quarterly Report on Form 10-Q that are not historical facts. When used in this document, words such as “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements. We believe that it is important to communicate our future expectations to our shareholders, and we therefore make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and actual results may differ materially from the expectations we describe in our forward-looking statements.
Examples of forward-looking statements include, among others, statements we make regarding: our financial position; business plans and objectives; general economic and industry trends; business prospects; future product development and acquisition strategies; future channel stocking levels; growth and expansion opportunities; operating results; and working capital and liquidity. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of forward-looking statements taken from third-party industry and market reports.
Important factors that could affect our future results and could cause those results or other outcomes to differ materially from those indicated in our forward-looking statements include the following:
•our business depends on the performance of distributors, builders, buying groups, retailers and servicers;
•the demand for our products may be adversely affected by unfavorable economic and business conditions;
•we operate in markets with high levels of competition;
•our future success depends on developing, manufacturing and attaining market adoption of new products and maintaining product quality and reliability;
•our ability to keep pace with rapidly evolving technological developments and standards, including artificial intelligence (“AI”), and effectively develop and deploy such technologies;
•our results of operations and cash flows may fluctuate from quarter to quarter;
•a loss of, or material cancellation, reduction or delay in purchases by one or more of our largest customers;
•our exposure to credit risk on our accounts receivable;
•risks arising from our international business operations;
•past growth may not be indicative of future growth;
•our inability to identify, finance and complete suitable acquisitions;
•negative impacts of litigation and other claims;
•future impairment of our goodwill and intangible assets;
•exchange rate fluctuations, cost increases and other inflation, changes in our effective tax rate or exposure to additional income tax liabilities;
•our ability to attract, develop and retain highly qualified personnel, including key members of management;
•disruptions in the financial markets;
•significant disruption or breach of our technology infrastructure or that of our vendors or third parties, or failure to maintain the security of confidential information;
•difficulties in operating or implementing the new ERP system or human resources information system;
•misuse of our technology-enabled products;
•failure to maintain an effective system of internal controls;
•dependence on key suppliers, including single-source suppliers and sole-source suppliers;
•ability to manage product inventory in an effective and efficient manner;
•product manufacturing disruptions, including as a result of catastrophic or other events beyond our control;
•tariffs and other trade restrictions and the cost of raw materials;
•compliance with, and potential liabilities under, employment, environmental, health, transportation, safety and other governmental laws and regulations;
•risks related to our handling of personal information;
•our employees, commercial partners and vendors may engage in misconduct or other improper activities;
•violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption laws;
•our failure to comply with international trade compliance regulations, and changes in U.S. government sanctions;
•changes in laws, regulations, government policies or regulatory interpretations;
•climate change and legal or regulatory responses thereto, and increasing scrutiny from stakeholders on environmental, social and other sustainability matters;
•our ability to obtain, maintain and enforce our intellectual property and proprietary rights;
•protection of our trademarks or trade names;
•our reliance on access to intellectual property owned by third parties;
•claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets or other proprietary information or claims asserting ownership of intellectual property that we regard as our own;
•our ability to enforce our intellectual property rights in all jurisdictions;
•other risks related to our indebtedness, corporate structure and ownership of our common stock; and
•other factors set forth in the respective “Risk Factors” section of this Quarterly Report on Form 10-Q and of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”).
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report on Form 10-Q as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.
| HAYWARD HOLDINGS, INC. | |||||||||||
| Table of Contents | |||||||||||
Financial Statements (unaudited) | |||||||||||
Unaudited Condensed Consolidated Balance Sheets | |||||||||||
Note 18 Accumulated Other Comprehensive (Loss) Income | |||||||||||
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||||||||
| ITEM 5. | |||||||||||
ITEM 6. | |||||||||||
i
| PART I - FINANCIAL INFORMATION | ||
ITEM 1. FINANCIAL STATEMENTS
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)
| September 26, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
Accounts receivable, net of allowances of $ | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Income tax receivable | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | ||||||||||||||
| Goodwill | ||||||||||||||
| Trademark | ||||||||||||||
| Customer relationships, net | ||||||||||||||
| Other intangibles, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current portion of long-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, net | ||||||||||||||
| Deferred tax liabilities, net | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 12) | ||||||||||||||
Stockholders’ equity | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Common stock in treasury; | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Total stockholders’ equity | ||||||||||||||
Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
1
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | ||||||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expense | ||||||||||||||||||||||||||||||||||||||||||||
| Acquisition and restructuring related expense | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||||||||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total other expense | ||||||||||||||||||||||||||||||||||||||||||||
| Income from operations before income taxes | ||||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross | Taxes | Net | Gross | Taxes | Net | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net change on net investment hedge | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net change on cash flow hedges | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross | Taxes | Net | Gross | Taxes | Net | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net change on net investment hedge | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net change on cash flow hedges | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity
(Dollars in thousands)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 28, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 27, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 26, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
4
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity
(Dollars in thousands)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 29, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 28, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | $ | — | $ | — | $ | — | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 27, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
5
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
| Nine Months Ended | ||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||||||||
| Amortization of deferred debt issuance fees | ||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||
| Deferred income taxes (benefit) | ( | |||||||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||||||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||||||||||||||||||
| Loss on sale/disposal of property, plant and equipment | ||||||||||||||||||||||||||||||||
| Other non-cash items | ( | |||||||||||||||||||||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||||||||||||||
| Other current and non-current assets | ||||||||||||||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||||||||||||||
| Accrued expenses and other liabilities | ( | ( | ||||||||||||||||||||||||||||||
| Net cash provided by operating activities | ||||||||||||||||||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||||||||||||||
| Purchases of property, plant, and equipment | ( | ( | ||||||||||||||||||||||||||||||
| Software development costs | ( | ( | ||||||||||||||||||||||||||||||
| Purchases of short-term investments | ( | ( | ||||||||||||||||||||||||||||||
| Proceeds from short-term investments | ||||||||||||||||||||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||||||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||||||||||||||||||||
| Payments of long-term debt | ( | ( | ||||||||||||||||||||||||||||||
| Payments of short-term notes payable | ( | |||||||||||||||||||||||||||||||
| Debt issuance costs | ( | ( | ||||||||||||||||||||||||||||||
| Purchase of common stock | ( | |||||||||||||||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||||||||||||||
| Taxes paid for net share settlement of equity awards | ( | ( | ||||||||||||||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||||||||||||||||||||
| Change in cash and cash equivalents | ( | |||||||||||||||||||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||||||||||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||||||||||||||||||||
| Cash paid-interest | $ | $ | ||||||||||||||||||||||||||||||
| Cash paid-income taxes, net of refunds | ||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
6
Hayward Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
| Non-cash investing and financing activities: | ||||||||||||||||||||||||||||||||
Accrued and unpaid purchases of property, plant, and equipment | $ | $ | ||||||||||||||||||||||||||||||
| Equipment financed under finance leases | ||||||||||||||||||||||||||||||||
| Refinancing of long-term debt | ||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
7
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Nature of Operations and Organization
Hayward Holdings, Inc. (“Hayward,” the “Company,” “we,” “our” or “us”) is a leading global specialty water management company focused on designing and manufacturing pool and outdoor living technology and industrial flow control products. The Company has seven manufacturing facilities worldwide, which are located in North Carolina, Georgia, Tennessee, Rhode Island, Spain (two) and China, and other facilities in the United States, Canada, France and Australia. Cash flow is impacted by the seasonality of the swimming pool business. Cash flow is usually higher in the second and third quarters due to terms of sale to our customers.
We establish actual interim closing dates using a fiscal calendar in which our fiscal quarters end on the Saturday closest to and before the calendar quarter end, with the exception of year-end, which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27, 2025 dates. We had one fewer working day for the nine months ended September 26, 2026 compared to the nine months ended September 27, 2025.
2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Hayward Holdings, Inc. and its direct wholly owned subsidiary, Hayward Intermediate, Inc., are holding companies with no other operations, material assets or liabilities other than the ownership by Hayward Intermediate, Inc. of all of the equity interests in Hayward Industries, Inc., which is a borrower under our Term Facility and Revolving Facility (each as defined below). Refer to Note 21. Condensed Financial Information of Registrant (Parent Company Only) of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for the financial information detail of the holding company, Hayward.
These interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025. The results of operations for the three and nine months ended September 26, 2026 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2026.
All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified for comparative purposes to conform to the current presentation.
Accounts Receivable, Net
On July 3, 2024, the Company entered into a Receivables Purchase Agreement under which it may offer to sell eligible accounts receivable. The agreement is uncommitted and the eligible accounts receivable to be sold under the agreement consist of up to $125 million in accounts receivable generated by sales to specified customers of the Company. The Company will be paid a discounted purchase price for each receivable sold. The discount rate used to determine the purchase price for the subject receivables is based upon an annual interest rate equal to the forward-looking term rate based on the secured overnight financing rate for the period of time between payment to the Company and the due date for the receivable plus a buffer period specific to the obligor, plus a margin applicable to the specified obligor.
8
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
September 26, 2026. No sales of accounts receivable occurred during the three months ended September 27, 2025. For the nine months ended September 27, 2025, there were $99.1 million of proceeds from the sale of $100.0 million of receivables under the Receivables Purchase Agreement. As of September 27, 2025, none of the sold receivables remained to be collected and remitted to the transferee. The expense recognized related to the discount on sales for the nine months ended September 27, 2025 was $0.9 million.
Recently Issued Accounting Standards
Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses, which includes requirements that an entity disclose in the notes to the financial statements specified information about certain costs and expenses, including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the standard on its disclosures.
Intangibles - Goodwill and Other Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal‑use software by eliminating references to prescriptive development stages and replacing them with a principles‑based capitalization model. Under the new approach, entities can begin capitalizing software development costs once management has authorized and committed funding and it is “probable to complete” (i.e., probable that the software will be completed and used), provided there is no “significant development uncertainty.” The update also aligns disclosure of capitalized internal software costs with those for property, plant, and equipment, and permits entities to adopt the standard via prospective, modified, or retrospective transition methods. The amendments in this update are effective for fiscal years and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of the standard on its condensed financial statements and related disclosures.
3. Revenue
The following table disaggregates net sales between product groups and geographic regions, respectively (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Product groups | ||||||||||||||||||||||||||||||||||||||||||||
| Residential pool | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Commercial pool | ||||||||||||||||||||||||||||||||||||||||||||
| Flow control | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Geographic | ||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||||||||
| Rest of World | ||||||||||||||||||||||||||||||||||||||||||||
| Total International | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
9
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
4. Inventories
Inventories, net, consist of the following (in thousands):
| September 26, 2026 | December 31, 2025 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in progress | ||||||||||||||
| Finished goods | ||||||||||||||
| Total | $ | $ | ||||||||||||
5. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
| September 26, 2026 | December 31, 2025 | |||||||||||||
| Selling, promotional and advertising | $ | $ | ||||||||||||
| Employee compensation and benefits | ||||||||||||||
| Warranty reserve | ||||||||||||||
| Inventory purchases | ||||||||||||||
| Insurance reserve | ||||||||||||||
| Operating lease liability - short term | ||||||||||||||
| Freight | ||||||||||||||
| Payroll taxes | ||||||||||||||
| Accrued interest | ||||||||||||||
| Professional fees | ||||||||||||||
| Taxes - non income | ||||||||||||||
| Deferred income | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
Total | $ | $ | ||||||||||||
The Company offers warranties on certain of its products and records an accrual for estimated future claims. Such accruals are based on historical experience and management’s estimate of the level of future claims.
The following table summarizes the warranty reserve activities (in thousands):
Balance at December 31, 2025 | $ | |||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at March 28, 2026 | ||||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at June 27, 2026 | ||||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at September 26, 2026 | $ | |||||||
10
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Balance at December 31, 2024 | $ | |||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at March 29, 2025 | ||||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at June 28, 2025 | ||||||||
| Accrual for warranties issued during the period | ||||||||
| Payments | ( | |||||||
Balance at September 27, 2025 | $ | |||||||
6. Income Taxes
The Company’s effective tax rate for the three months ended September 26, 2026 and September 27, 2025 was 21.2 % and 23.0 %, respectively, after discrete items. The change in the Company’s effective tax rate was primarily driven by lower state taxes.
The Company’s effective tax rate for the nine months ended September 26, 2026 and September 27, 2025 was 22.3 % and 23.9 %, respectively. The change in the Company’s effective tax rate was primarily driven by lower state taxes.
The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if the Company’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. There were uncertain tax positions of $0.5
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred tax assets according to the provisions of ASC 740, Income Taxes. In making this determination, the Company assesses all available evidence (positive and negative) including recent earnings, internally-prepared taxable income projections, and historical financial performance.
7. Long-Term Debt, Net
Long-term debt, net, consists of the following (in thousands):
| September 26, 2026 | December 31, 2025 | |||||||||||||
| Term Facility, due June 23, 2033 | $ | $ | ||||||||||||
| Other bank debt | ||||||||||||||
| Finance lease obligations | ||||||||||||||
| Subtotal | ||||||||||||||
| Less: Current portion of the long-term debt | ( | ( | ||||||||||||
| Less: Unamortized debt issuance costs | ( | ( | ||||||||||||
| Total | $ | $ | ||||||||||||
On June 23, 2026, Hayward Industries, Inc. (the “US Borrower”), a New Jersey corporation and a wholly owned subsidiary of the Company, Hayward Pool Products Canada, Inc. / Produits de Piscines Hayward Canada, Inc., a Canadian federal corporation and a wholly owned subsidiary of the Company (together with the US Borrower, the “Borrowers”), and Hayward Intermediate, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into an Amended and Restated First Lien Credit Agreement (the “Credit Agreement”), which Credit Agreement refinanced in full and extended the maturities of the Borrowers’ previously outstanding term loans. In connection with the entry into the Credit Agreement, the
11
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Borrowers’ previously outstanding asset-based revolving credit facility was terminated on June 23, 2026 with no outstanding borrowings.
Pursuant to the Credit Agreement, the Company (i) borrowed $960.0 million of new term loans (the “Term Loans”) in U.S. dollars under a seven-year term loan facility (the “Term Facility”) and (ii) entered into a $425.0 million five-year revolving credit facility available in U.S. dollars, Canadian dollars, British pounds sterling, Euros, Australian dollars and other approved currencies (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), which Revolving Facility includes a $100.0 million letter of credit sublimit and a $50.0 million swingline sublimit (with use under such sublimits reducing availability under the Revolving Facility). The remaining outstanding principal under the Term Facility, after giving effect to required quarterly amortization, is due at maturity on June 23, 2033.
Due to the entry into the Credit Agreement, during the nine months ended September 26, 2026, the Company recorded a $1.8 million debt extinguishment loss related to the write-off of unamortized deferred financing costs as a result of a partial change in participating lenders. The Company also incurred a $0.2 million debt extinguishment loss during the nine months ended September 26, 2026 from the early principal payment of other bank debt.
The Term Loans bear interest, at the US Borrower’s option, at either (i) term SOFR (subject to a 0.50 % floor) plus a margin of 2.00 % per annum or (ii) the alternate base rate plus a margin of 1.00 % per annum. The required quarterly payment of the Term Loans is 0.25 % of the initial outstanding principal thereof. The US Borrower may voluntarily prepay the Term Loans in whole or in part, at any time, subject to a 1.00 % prepayment premium in connection with certain repricing transactions and amendments occurring within the first six months after the closing date of the Term Facility. In addition, the Credit Agreement requires mandatory principal payments of the Term Loans to be made based on certain events, including annual excess cash flow (with the required prepayment varying between 0 % and 50 % based on the first lien leverage ratio of the US Borrower and its restricted subsidiaries), non-ordinary course sales of assets and the incurrence of debt not otherwise permitted under the Credit Agreement, each subject to certain exceptions and thresholds as set forth in the Credit Agreement.
Borrowings under the Revolving Facility bear interest, at the Borrowers’ option, at either (i) term SOFR (subject to a 0.50 % floor), term CORRA, SONIA, BBSY or EURIBOR (depending on the currency of the borrowing) plus a margin in a range of 1.25 -2.00 % per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time) or (ii) the alternate base rate, the Canadian prime rate or the Canadian base rate (depending on the currency of the borrowing) plus a margin in a range of 0.25 -1.00 % per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time). The Revolving Facility also requires a commitment fee on a quarterly basis at a rate in a range of 0.20 -0.30 % per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time).
The Credit Facilities are guaranteed by substantially all of the Borrowers’ United States and Canadian wholly owned subsidiaries and collateralized by substantially all of the assets of the Borrowers and such guarantors, in each case, subject to customary exceptions.
The Credit Agreement contains customary collateral requirements, restrictions, and covenants, including restrictions on indebtedness, liens, dividends, distributions, acquisitions, investments, sale or transfer of assets and transactions with affiliates. The Credit Agreement also contains, for the benefit of the Revolving Facility only, covenants to maintain a maximum total leverage ratio and a minimum net interest coverage ratio. The Credit Agreement further contains customary events of default, including a change of control. As of September 26, 2026, the Company was in compliance with all covenants under the Credit Agreement.
8. Derivatives and Hedging Transactions
The Company holds derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. In general, the types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates and interest rates. In hedging these transactions, the Company in the normal course of business, holds the following types of derivatives.
Interest Rate Swap Agreements
The Company enters into interest rate swap agreements designated as cash flow hedges to manage its interest rate risk related to its variable rate debt obligations. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these instruments have been designated as effective and as such, the related gains or losses have been recorded as a component of accumulated other comprehensive (loss) income, net of tax.
12
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Other comprehensive income or loss is reclassified into current period income when the hedged interest expense affects earnings.
As of September 26, 2026 and December 31, 2025, the Company was a party to interest rate swap agreements that hedged a notional amount of $600.0
As of September 26, 2026, a notional amount of $250.0 million matures in January 2027, a notional amount of $100.0 million matures in March 2027, and a notional amount of $250.0 million matures in March 2028.
Foreign Exchange Contracts
The Company periodically enters into foreign exchange contracts to manage risks associated with foreign currency transactions and future variability of intercompany cash flows arising from those transactions that may be adversely affected by changes in exchange rates. These contracts are marked-to-market with the resulting gains and losses recognized in Other expense (income), net in the unaudited condensed consolidated statements of operations. For the three months ended September 26, 2026 and September 27, 2025, the Company recognized $1.0 million of expense and $0.9 million of income, respectively, and for the nine months ended September 26, 2026 and September 27, 2025, the Company recognized $0.9 million of income and $2.8 million of expense, respectively, related to foreign exchange contracts.
Net Investment Hedges
The Company uses net investment hedges to minimize its exposure to variability in the foreign currency translation of its net investment in one of its international subsidiaries. The effective portion of changes in the fair value of the hedging instrument is recognized in accumulated other comprehensive income (loss) consistent with the related translation gains and losses of the hedged net investment. For net investment hedges, all critical terms of the hedged item and the hedging instrument are matched at inception and on an ongoing basis to minimize the risk of hedge ineffectiveness.
In May 2026, the Company entered into a 13-month euro-denominated foreign currency forward contract of €75.0 million notional amount to hedge the net investment in one of its foreign subsidiaries designated as a hedge with an original expiry date of June 16, 2027. Since the notional value of the derivative designated as a hedge of a net investment in a foreign subsidiary equals the portion of the net investment designated as being hedged and the derivative relates solely to the foreign exchange rate between the functional currency of the hedged net investment and the Company’s functional currency, all changes in fair value of the derivative are reported in the cumulative translation adjustment accounts, net of tax, within accumulated other comprehensive income (loss) in the Company’s unaudited condensed consolidated balance sheets.
The Company elected to exclude the forward premium component (excluded component) on the foreign currency forward contract and amortize the excluded component over the life of the derivative instrument. These excluded amounts are reclassified to earnings ratably over the term of the derivative within Interest expense, net in the unaudited condensed consolidated statements of operations. The changes in fair value of the derivative are recorded in accumulated other comprehensive (loss) income and will be reclassified to earnings only upon the sale or liquidation of the Company’s investment in the hedged international subsidiary.
The following table summarizes the gross fair values and location on the unaudited condensed consolidated balance sheets of the Company’s significant derivative instruments (in thousands):
| Other Current Assets | Other Non-Current Assets | Accrued Expenses and Other Liabilities | Other Current Assets | Other Non-Current Assets | Accrued Expenses and Other Liabilities | Other Non-Current Liabilities | |||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedge | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
13
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents the effects of derivative instruments by contract type in accumulated other comprehensive (loss) income (“AOCI”) in the Company’s unaudited condensed consolidated financial statements (in thousands):
Gain (Loss) Recognized in AOCI (1) | Gain (Loss) Reclassified From AOCI to Earnings (2) | Location of Gain (Loss) Reclassified from AOCI into Earnings | |||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||
Interest rate swaps (3) | $ | $ | $ | $ | Interest expense, net | ||||||||||||||||||||||||
| Net investment hedge | Interest expense, net | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) The tax expense on the gain recognized in AOCI for the three months ended September 26, 2026 and September 27, 2025 was $ | |||||||||||||||||||||||||||||
(2) The tax expense on the gain reclassified from AOCI to earnings for the three months ended September 26, 2026 and September 27, 2025 was $ | |||||||||||||||||||||||||||||
(3) The Company estimates that $ | |||||||||||||||||||||||||||||
Gain (Loss) Recognized in AOCI (1) | Gain (Loss) Reclassified From AOCI to Earnings (2) | Location of Gain (Loss) Reclassified from AOCI into Earnings | |||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | ( | $ | $ | Interest expense, net | |||||||||||||||||||||||
| Net investment hedge | Interest expense, net | ||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||||||||
(1) The tax expense and benefit, respectively, on the gain (loss) recognized in AOCI for the nine months ended September 26, 2026 and September 27, 2025 was $ | |||||||||||||||||||||||||||||
(2) The tax expense on the gain reclassified from AOCI to earnings for the nine months ended September 26, 2026 and September 27, 2025 was $ | |||||||||||||||||||||||||||||
9. Fair Value Measurements
The Company is required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value. The fair values of financial instruments are estimates based upon market conditions and perceived risks. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.
The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy:
•Level 1 - Inputs are based on quoted prices in active markets for identical assets and liabilities.
•Level 2 - Inputs are based on observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
•Level 3 - One or more inputs are unobservable and significant.
Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s financial instruments include cash and cash equivalents, short-term investments, accounts receivable, and accounts payable. The carrying amounts of these instruments approximate fair value because of their short-term nature.
14
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The Company’s interest rate swaps, net investment hedge and foreign exchange contracts are measured in the financial statements at fair value on a recurring basis. The fair values of these instruments are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. These instruments are customary, over-the-counter contracts with various bank counterparties. Accordingly, the fair value measurements of the interest rate swaps, net investment hedge and foreign exchange contracts are categorized as Level 2.
The Company’s investment plan assets as part of the nonqualified Hayward Industries Supplemental Retirement Plan (the “Supplemental Retirement Plan”) are presented in the financial statements at fair value on a recurring basis and are based on quoted market prices in active markets. Accordingly, the fair value measurements of the Supplemental Retirement Plan assets are categorized as Level 1. The value of investments related to the Supplemental Retirement Plan is included in other assets and a corresponding liability to participants is recorded in other liabilities.
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis (in thousands):
| September 26, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Net investment hedge | |||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Retirement Plan assets | |||||||||||||||||||||||||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Foreign exchange contracts | |||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Retirement Plan liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
The estimated fair value of the long-term debt and related current maturities (excluding finance leases and other bank debt) is based on observable quoted prices in active markets for similar liabilities and is classified as a Level 2 input. The Company’s short-term investments are held-to-maturity fixed income securities and carried at amortized cost.
The following table sets forth the Company’s financial assets and liabilities that were not carried at fair value (in thousands):
| September 26, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
Commercial paper (1) | $ | $ | $ | $ | |||||||||||||||||||
| Time deposits | $ | $ | |||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Long-term debt and related current maturities | $ | $ | $ | $ | |||||||||||||||||||
(1) As of September 26, 2026 and December 31, 2025, the Company held $ | |||||||||||||||||||||||
15
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
10. Segments and Related Information
The Company’s operational and management structure is aligned to its key geographies and go-to-market strategy resulting in two reportable segments: North America (“NAM”) and Europe & Rest of World (“E&RW”). Operating segments have not been aggregated to form the reportable segments. The Company’s Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer. The Company determined its reportable segments based on how the Company’s CODM reviews the Company’s operating results in assessing performance and allocating resources. The CODM uses segment income in assessing performance of and allocating resources to the reportable segments. Segment income is defined as net sales less cost of sales, less segment selling, general and administrative expense (“SG&A”) and segment research development and engineering expense (“RD&E”), excluding acquisition and restructuring related expense, as well as amortization of intangible assets recorded within SG&A expense.
The CODM does not evaluate reportable segments using asset information as these are managed on an enterprise-wide basis. The accounting policies of the segments are the same as those of Hayward.
NAM manufactures and sells residential and commercial swimming pool equipment and supplies as well as equipment that controls the flow of fluids.
16
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The Company sells its products primarily through distributors and retailers. Financial information by reportable segment, net of intercompany transactions, is included in the following summary (in thousands):
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||
NAM | E&RW | Total | NAM | E&RW | Total | |||||||||||||||||||||||||||||||||
| External net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Significant Segment Expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of Sales | ||||||||||||||||||||||||||||||||||||||
| Segment selling, general and administrative expense | ||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expense | ||||||||||||||||||||||||||||||||||||||
| Segment income | ||||||||||||||||||||||||||||||||||||||
Capital expenditures (1) | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization (1)(2) | ||||||||||||||||||||||||||||||||||||||
| Intersegment sales | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||
NAM | E&RW | Total | NAM | E&RW | Total | |||||||||||||||||||||||||||||||||
| External net sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Significant Segment Expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of Sales | ||||||||||||||||||||||||||||||||||||||
| Segment selling, general and administrative expense | ||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expense | ||||||||||||||||||||||||||||||||||||||
| Segment income | ||||||||||||||||||||||||||||||||||||||
Capital expenditures (1) | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization (1)(2) | ||||||||||||||||||||||||||||||||||||||
| Intersegment sales | ||||||||||||||||||||||||||||||||||||||
(1) Capital expenditures and depreciation associated with Corporate are not included in these totals.
(2) Amortization expense excluded from segment income is not included in these totals.
17
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
The following table presents a reconciliation of segment income to income from operations before income taxes (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||
| Total segment income | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate expense, net | ||||||||||||||||||||||||||
| Acquisition and restructuring related expense | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ( | |||||||||||||||||||||||
| Total other expense | ||||||||||||||||||||||||||
| Income from operations before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
11. Earnings Per Share
The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders (in thousands, except share and per share data):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding, basic | ||||||||||||||||||||||||||||||||||||||||||||
Effect of dilutive securities(a) | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding, diluted | ||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share attributable to common stockholders, basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Earnings per share attributable to common stockholders, diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(a) For each of the three months ended September 26, 2026 and September 27, 2025, there were potential common shares totaling approximately | ||||||||||||||||||||||||||||||||||||||||||||
12. Commitments and Contingencies
Litigation
The Company is involved in litigation arising in the normal course of business, including involving product liability claims. Where appropriate, these matters have been submitted to the Company’s insurance carrier. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. It is not possible to quantify the ultimate liability, if any, in these matters.
On August 2, 2023, a securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) and MSD Partners, L.P. and CCMP Capital Advisors, LP on behalf of a putative class of stockholders who acquired shares of the Company’s common stock between March 2, 2022 and July 27, 2022. That action is captioned City of Southfield Fire and Police Retirement System vs. Hayward Holdings, Inc., et al., 2:23-cv-04146-WJM-ESK (D.N.J.) (“City of Southfield”). On September 28, 2023, a second, related securities class action complaint was filed in the United States District Court for the
18
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
District of New Jersey against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) and MSD Partners, L.P. and CCMP Capital Advisors, LP on behalf of a putative class of stockholders who acquired shares of the Company’s common stock between October 27, 2021 and July 28, 2022. That action is captioned Erie County Employees’ Retirement System vs. Hayward Holdings, Inc., et al., 2:23-cv-04146-WJM-ESK (D.N.J.) (“Erie County”). On December 19, 2023, the Court issued a ruling consolidating the two securities class actions (City of Southfield and Erie County) under the City of Southfield docket (the “Securities Class Action”) and appointing a lead plaintiff. In a consolidated class action complaint filed on March 4, 2024, the lead plaintiff alleged on behalf of a putative class of stockholders who acquired shares of the Company's common stock between October 27, 2021 and July 28, 2022, among other things, that the Company, Kevin Holleran, and Eifion Jones violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by, among other things, making materially false or misleading statements regarding inventory, growth, and demand trends and the Company’s financial projections for 2022. On October 2, 2024, the Court issued an Opinion and Order dismissing the consolidated class action complaint and granting the lead plaintiff leave to file an amended complaint within 30 days. On November 1, 2024, the lead plaintiff filed a consolidated amended class action complaint making substantially similar allegations as in the consolidated class action complaint, but adding additional defendants affiliated with MSD Partners, L.P. and CCMP Capital Advisors, LP. On December 18, 2024, the Company and all other defendants moved to dismiss the consolidated amended class action complaint. On June 4, 2025, the Court issued an Opinion and Order granting in part and denying in part the motion to dismiss. The Court thereafter ordered the parties to mediation. On November 20, 2025, the parties reported to the Court that they had reached a settlement in principle, which is subject to Court approval. On February 28, 2026, the Court granted preliminary approval of settlement. On July 28, 2026, the Court ordered final approval of the settlement.
On November 27, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of New Jersey against current and past officers and directors of the Company captioned Heicklen v. Holleran, et al., 2:23-cv-22649 (D.N.J.) (the “Heicklen Action”). On August 28, 2025, a second shareholder derivative lawsuit was filed in the United States District Court for the District of New Jersey against current and past officers and directors of the Company, as well as defendants affiliated with MSD Partners, L.P., CCMP Capital Advisors, LP, and Alberta Investment Management Corporation captioned Hertzog v. Holleran, et al., 2:25-cv-14856 (D.N.J.) (the “Hertzog Action”). On November 18, 2025, a third shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware against certain current and past officers and directors of the Company, as well as defendants affiliated with MSD Partners, L.P. and CCMP Capital Advisors, LP captioned Roberta Tackett, Aqua Palace, LLC and Jennifer Roberts vs. Hayward Holdings, Inc., et. al., C.A. No. 2025-1344 (Del. Ch.) (the “Tackett Action”). On April 9, 2026, a fourth shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware against certain current and past officers and directors of the Company captioned David Aitken vs. Kevin Holleran, et al., C.A. 2026-0472 (Del. Ch.) (the "Aitken Action" and together with the Heicklen, Hertzog, and Tackett Actions, the "Derivative Actions"). The Derivative Actions allege claims for breaches of fiduciary duties to Company stockholders and/or aiding and abetting breaches of fiduciary duties in connection with the claims in the Securities Class Action. The Heicklen Action also alleges claims for unjust enrichment, corporate waste, and violations of Section 10(b) of the Exchange Act. The Hertzog Action also alleges claims for insider trading, corporate waste, and violations of Sections 14(a), 21D, 20(a), and 29(b) of the Exchange Act. The Tackett Action also alleges claims for insider trading and aiding and abetting insider trading. The Aitken Action also alleges claims for unjust enrichment and waste of corporate assets. The plaintiffs in the Derivative Actions seek recovery of unspecified compensatory and punitive damages and attorneys' fees and costs, improvements to the Company’s corporate governance and internal procedures, disgorgement, and restitution. The Heicklen and Hertzog Actions are presently stayed. In the Tackett and Aitken Actions, defendants’ time to respond to the complaint has not yet commenced.
We dispute the allegations of wrongdoing in the Securities Class Action and the Derivative Actions. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve the Derivative Actions. Additional expenses incurred, if any, related to these cases are subject to insurance recoveries pursuant to the Company’s retention amount with its insurance carriers.
Contingencies
On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company has received, and may be eligible to receive additional refunds of certain tariffs it paid that were levied under the IEEPA. The availability, amount
19
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
and timing of any additional refunds is uncertain and subject to further legal and administrative developments. The Company intends to pass the economic benefit of IEEPA tariff refunds to U.S. customers, primarily by replacing a surcharge otherwise planned to offset higher fuel costs. The benefit is currently estimated at approximately 1.0 % of pricing over the next six months, subject to the timing and amount of refunds received.
The Company participates in customs duty drawback programs that provide for the refund of certain import duties, taxes, and fees paid on imported material that is subsequently exported. Such recoveries are subject to review, audit, and final liquidation by customs authorities and require compliance with statutory filing deadlines and documentation requirements. Future recoveries of these claims, if any, may differ from amounts previously estimated.
13. Leases
The Company’s operating and finance lease portfolio is described in Note 15. Leases of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Supplemental cash flow information related to leases was as follows (in thousands):
| Nine Months Ended | |||||||||||
| September 26, 2026 | September 27, 2025 | ||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | |||||||||||
Supplemental balance sheet information related to leases was as follows (in thousands):
| September 26, 2026 | December 31, 2025 | ||||||||||
| Operating leases | |||||||||||
| $ | $ | ||||||||||
| Total operating lease liabilities | |||||||||||
| Finance leases | |||||||||||
| Property, plant and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total finance lease liabilities | $ | $ | |||||||||
14. Stockholders’ Equity
Preferred Stock
The Company’s Second Restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of preferred stock, $0.001 par value per share, all of which is undesignated.
Common Stock
The Company’s Second Restated Certificate of Incorporation authorizes the Company to issue up to 750,000,000 shares of Common Stock, $0.001 par value per share. Each share of common stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. The holders of common stock are entitled to receive dividends, if any, as may be declared by the Board of Directors.
20
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Dividends paid
For the three and nine months ended September 26, 2026 and September 27, 2025, no
Share Repurchase Program
On July 28, 2025, the Board of Directors authorized the Company’s share repurchase program (the “Share Repurchase Program”) such that the Company is authorized to repurchase from time to time up to an aggregate of $450 million of its common stock, which authorization expires on July 28, 2028.
During the three months ended September 26, 2026, the Company repurchased approximately 3.4 million shares of Common Stock in the open market at an average price per share of $15.18 , for an aggregate consideration of approximately $51.5 million, as part of the Share Repurchase Program.
For the nine months ended September 26, 2026, the Company repurchased approximately 7.8 million shares of Common Stock in the open market at an average price per share of $14.76 , for an aggregate consideration of approximately $115.3 million, as part of the Share Repurchase Program. As of September 26, 2026, $330.8 million remained available for additional share repurchases under the program.
15. Stock-based Compensation
Stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations for equity-classified stock-based awards for the three and nine months ended September 26, 2026 was $3.9 million and $11.5 million, respectively, and was $3.5 million and $9.8 million, respectively, for the three and nine months ended September 27, 2025.
The Company has established two equity incentive plans, the 2021 Equity Incentive Plan (the “2021 Plan”), as described below, and the 2017 Equity Incentive Plan. The Company no longer grants awards under the 2017 Equity Incentive Plan.
2021 Equity Incentive Plan
In March 2021, the Company adopted the 2021 Plan. Under the 2021 Plan, up to 13,737,500 shares of common stock may be granted to employees, directors and consultants in the form of stock options, restricted stock units and other stock-based awards. The terms of awards granted under the 2021 Plan are determined by the Compensation Committee of the Board of Directors, subject to the provisions of the 2021 Plan.
Options granted under the 2021 Plan expire no later than 10 years from the date of grant. The vesting period of stock options and restricted stock units granted under the 2021 Plan is generally three years from the date of grant.
During the nine months ended September 26, 2026, the Company granted 738,412 time-based restricted stock units and 337,224 performance-based restricted stock units (at the target performance level) under the 2021 Plan with a weighted-average grant-date fair value per share of $15.45 and $16.54 , respectively.
16. Acquisitions and Restructuring
Acquisition and restructuring related expense, net consists of the following (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||
| Business restructuring costs (income) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Acquisition transaction and integration costs | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Restructuring
During the nine months ended September 26, 2026, the Company incurred $1.3 million in costs, which includes costs for a transformation program in E&RW and termination benefits for the restructuring of several teams in NAM.
During the three and nine months ended September 27, 2025, the Company incurred $0.3 million and $0.4 million of costs, respectively, related to restructuring actions in E&RW that began during the fourth quarter of 2024. These actions included
21
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
termination benefits associated with a reduction-in-force and consolidation of facilities. The total costs to execute the program was $1.3 million.
During the nine months ended September 27, 2025, the Company incurred a reduction in expense of $0.2 million to finalize the relocation of its corporate office functions to Charlotte, North Carolina from Berkeley Heights, New Jersey. The finalized total cost to execute the program was $5.7 million.
The following tables summarize the status of the Company’s restructuring related expense and related liability balances (in thousands):
2026 Activity | |||||||||||||||||||||||||||||
Liability as of January 1, 2026 | Costs Recognized | Cash Payments | Liability as of September 26, 2026 | ||||||||||||||||||||||||||
| One-time termination benefits | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Facility-related | ( | ||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
2025 Activity | ||||||||||||||||||||||||||
Liability as of January 1, 2025 | Costs Recognized | Cash Payments | Liability as of September 27, 2025 | |||||||||||||||||||||||
| One-time termination benefits | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Facility-related | ( | |||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||||||||||||||
Acquisitions
17. Related-Party Transactions
During the three and nine months ended September 26, 2026 and September 27, 2025, the Company did not incur any significant related-party transactions.
22
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
18. Accumulated Other Comprehensive (Loss) Income
The changes in accumulated other comprehensive (loss) income are provided in the tables below (in thousands):
| Cumulative Translation Adjustment | Unrecognized (Losses) Gain on Derivative Instruments for Cash Flow Hedges | Unrecognized (Losses) Gain on Derivative Instruments for Net Investment Hedges | Accumulated Other Comprehensive (Loss) Income, Net of Taxes | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Tax amounts | ( | ( | |||||||||||||||||||||
| Balance at March 28, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ||||||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Tax amounts | ( | ( | |||||||||||||||||||||
| Balance at June 27, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | $ | ( | |||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Tax amounts | ( | ( | |||||||||||||||||||||
| Balance at September 26, 2026 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
23
Hayward Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
| Cumulative Translation Adjustment | Unrecognized (Losses) Gain on Derivative Instruments for Cash Flow Hedges | Accumulated Other Comprehensive (Loss) Income, Net of Taxes | |||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||
| Tax amounts | |||||||||||||||||
| Balance at March 29, 2025 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||
| Tax amounts | |||||||||||||||||
| Balance at June 28, 2025 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||
| Net current period other comprehensive loss | ( | ( | ( | ||||||||||||||
| Tax amounts | |||||||||||||||||
| Balance at September 27, 2025 | $ | ( | $ | $ | ( | ||||||||||||
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Company
The Company is a leading global specialty water management company focused on designing and manufacturing pool and outdoor living technology and industrial flow control products. The Company benefits from a large installed base, recurring aftermarket demand (such as the ongoing repair, replacement, remodeling and upgrading of equipment for existing pools) and from a history of innovation, which together support long-term growth and cash generation. Our engineered products, which include various energy-efficient and more environmentally sustainable offerings, enhance the pool owner’s outdoor living lifestyle while also delivering high quality water, pleasant ambiance and ease of use for the ultimate backyard experience. Aftermarket replacements and upgrades to higher value IoT and energy efficient models are a primary growth driver for our business.
We have an annually estimated North American residential pool market share of approximately 33%. We believe that we are well-positioned for future growth. We estimate aftermarket sales represent approximately 85% of North American residential pool net sales and are generally recurring in nature since these products are critical to the ongoing operation of pools given requirements for water quality and sanitization. Our product replacement cycle of approximately eight to 11 years drives multiple replacement opportunities over the typical life of a pool, creating opportunities to generate aftermarket product sales as pool owners repair, remodel and upgrade their pools. We estimate aftermarket sales based upon feedback from certain representative customers and management’s interpretation of available industry and government data, and not upon our GAAP net sales results.
The Company has seven manufacturing facilities worldwide, which are located in North Carolina, Georgia, Tennessee, Rhode Island, Spain (two) and China, and other facilities in the United States, Canada, France and Australia.
Segments
Our business is organized into two reportable segments: North America (“NAM”) and Europe & Rest of World (“E&RW”). The Company determined its reportable segments based on how the Chief Operating Decision Maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The Company’s CODM is the President and Chief Executive Officer.
NAM manufactures and sells a complete line of residential and commercial swimming pool equipment and supplies in the United States and Canada, and manufactures and sells industrial flow control products.
E&RW manufactures and sells residential and commercial swimming pool equipment and supplies in Europe, Central and South America, the Middle East, Australia and other Asia Pacific countries.
NAM accounted for 87% and 85% of total net sales for the three months ended September 26, 2026 and September 27, 2025, respectively, and E&RW accounted for 13% and 15% of total net sales for the three months ended September 26, 2026 and September 27, 2025, respectively.
NAM accounted for 86% and 84% of total net sales for the nine months ended September 26, 2026 and September 27, 2025, respectively, and E&RW accounted for 14% and 16% of total net sales for the nine months ended September 26, 2026 and September 27, 2025, respectively.
Factors Affecting the Comparability of our Results of Operations
Our results of operations for the three and nine months ended September 26, 2026 and September 27, 2025 have been affected by the following, among other events, which must be understood to assess the comparability of our period-to-period financial performance and condition.
Our fiscal quarters end on the Saturday closest to and before the calendar quarter end, with the exception of year end which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27, 2025 dates. This resulted in one fewer working day for the nine months ended September 26, 2026 compared to the 2025 period.
Seasonality
Our business is seasonal, with sales typically higher in the second and fourth quarters. During the second quarter of a fiscal year, sales are higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize customers to buy and stock up in preparation for next year’s pool season under an “Early Buy” program, which features price discounts and extended payment terms. Shipments for the 2026 Early Buy program began late in the third quarter and are expected to
25
continue through approximately the first quarter of 2027. The favorable payment terms extended as part of the Early Buy program generally do not exceed 180 days. We aim to keep our manufacturing plants running at a constant level throughout the year and consequently we generally build inventory in the first and third quarters, and inventory is sold-down in the second and fourth quarters. Our accounts receivable balance increases from September to April as a result of the Early Buy extended terms and increases through June due to higher sales in the second quarter. Also, because the majority of our sales are to distributors whose inventory of our products may vary, including due to reasons beyond our control, such as end-user demand, supply chain lead times and macroeconomic factors, our revenue may fluctuate from period to period.
Tariffs, Trade Restrictions and Other Geopolitical Events
The imposition of, and threat of imposition of, tariffs and other trade restrictions by the United States government in 2025, and tariffs and other trade restrictions announced by governments of other nations in response to these actions, have created substantial uncertainty in the global economy. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company has received, and may be eligible to receive additional refunds of certain tariffs it paid that were levied under the IEEPA. The availability, amount and timing of any additional refunds is uncertain and subject to further developments. This uncertainty, as well as the direct impact of tariffs and other trade restrictions, may adversely affect the Company’s business by reducing market demand for the Company’s products, increasing the Company’s supply costs that cannot be passed on to customers and/or adversely affecting the competitiveness of the Company’s products against those of manufacturers not subject to such tariffs and trade restrictions. Geopolitical conflicts around the world have also created substantial uncertainty in the global economy, including as a result of sanctions and penalties imposed in response to these conflicts. In particular, armed conflicts in the Middle East and in Ukraine and Russia have adversely affected market demand in certain markets, which has negatively impacted our results in our E&RW segment. See “—Segment Results of Operations—Europe & Rest of World,” below. Given the nature of our business and global operations, if these or other geopolitical conflicts continue or worsen, our business and results of operations may be adversely affected.
Key Measures We Use to Evaluate Our Business
We consider a variety of financial and operating measures in assessing the performance of our business. The key GAAP measures we use are net sales, gross profit and gross profit margin, selling, general, and administrative expense (“SG&A”), research, development, and engineering expense (“RD&E”), operating income and operating income margin. The key non-GAAP measures we use are EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin, and adjusted diluted earnings per share.
For information about our use of Non-GAAP measures and a reconciliation of these metrics to the most directly comparable GAAP measures see, “—Non-GAAP Reconciliations.”
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Results of Operations
Consolidated
The following tables summarize key components of our results of operations for the periods indicated. We derived the consolidated statements of operations for the three and nine months ended September 26, 2026 and September 27, 2025 from our unaudited condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following table summarizes our results of operations:
| (In thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 260,134 | $ | 244,336 | $ | 833,728 | $ | 772,780 | ||||||||||||||||||||||||||||||||||||
| Cost of sales | 135,484 | 127,635 | 435,326 | 403,372 | ||||||||||||||||||||||||||||||||||||||||
| Gross profit | 124,650 | 116,701 | 398,402 | 369,408 | ||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expense | 59,449 | 61,368 | 186,307 | 179,871 | ||||||||||||||||||||||||||||||||||||||||
| Research, development and engineering expense | 8,635 | 7,122 | 23,063 | 19,236 | ||||||||||||||||||||||||||||||||||||||||
| Acquisition and restructuring related expense | 8 | 276 | 1,261 | 3,767 | ||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 6,355 | 6,882 | 19,082 | 20,587 | ||||||||||||||||||||||||||||||||||||||||
| Operating income | 50,203 | 41,053 | 168,689 | 145,947 | ||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 7,921 | 11,316 | 36,409 | 38,617 | ||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | — | 2,037 | — | ||||||||||||||||||||||||||||||||||||||||
| Other expense (income), net | 1,141 | (1,469) | (273) | (1,996) | ||||||||||||||||||||||||||||||||||||||||
| Total other expense | 9,062 | 9,847 | 38,173 | 36,621 | ||||||||||||||||||||||||||||||||||||||||
| Income from operations before income taxes | 41,141 | 31,206 | 130,516 | 109,326 | ||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 8,722 | 7,178 | 29,121 | 26,166 | ||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 32,419 | $ | 24,028 | $ | 101,395 | $ | 83,160 | ||||||||||||||||||||||||||||||||||||
Adjusted net income (a) | $ | 39,149 | $ | 31,874 | $ | 126,756 | $ | 106,205 | ||||||||||||||||||||||||||||||||||||
Adjusted EBITDA (a) | $ | 64,515 | $ | 59,066 | $ | 213,611 | $ | 196,404 | ||||||||||||||||||||||||||||||||||||
(a) See “—Non-GAAP Reconciliations.”
Net sales
Net sales increased to $260.1 million for the three months ended September 26, 2026 from $244.3 million for the three months ended September 27, 2025, an increase of $15.8 million, or 6.5%. See the segment discussion below for further information.
Net sales increased to $833.7 million for the nine months ended September 26, 2026 from $772.8 million for the nine months ended September 27, 2025, an increase of $60.9 million, or 7.9%. See the segment discussion below for further information.
The year-over-year net sales increase was driven by the following:
| Three Months Ended | Nine Months Ended | |||||||||||||
| September 26, 2026 | September 26, 2026 | |||||||||||||
| Price, net of discounts and allowances | 5.4 | % | 6.6 | % | ||||||||||
| Currency and other | — | 0.7 | ||||||||||||
| Volume | 1.1 | 0.6 | ||||||||||||
| Total | 6.5 | % | 7.9 | % | ||||||||||
The net sales increase for the three months ended September 26, 2026 was driven by positive net price to offset inflation and tariffs and modest volume growth.
The net sales increase for the nine months ended September 26, 2026 was driven by positive net price to offset inflation and tariffs, a modest increase in volume and the favorable impact from foreign currency translation.
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Gross profit and gross profit margin
Gross profit increased to $124.7 million for the three months ended September 26, 2026 from $116.7 million for the three months ended September 27, 2025, an increase of $8.0 million, or 6.8%.
Gross profit margin increased to 47.9% for the three months ended September 26, 2026 compared to 47.8% for the three months ended September 27, 2025, an increase of 10 basis points, primarily due to a greater contribution from NAM relative to E&RW. Gross profit margin declined modestly in both segments as inflationary pressures slightly exceeded the benefits of pricing initiatives.
Gross profit increased to $398.4 million for the nine months ended September 26, 2026 from $369.4 million for the nine months ended September 27, 2025, an increase of $29.0 million, or 7.8%.
Gross profit margin remained relatively consistent at 47.8% for the nine months ended September 26, 2026 and the nine months ended September 27, 2025, as the positive net price and operational productivity offset the increase in cost of sales driven by inflation and tariffs.
Selling, general, and administrative expense
Selling, general, and administrative expense (SG&A) decreased to $59.4 million for the three months ended September 26, 2026 from $61.4 million for the three months ended September 27, 2025, a decrease of $2.0 million, or 3.1%, primarily due to the absence of a non-recurring litigation expense incurred in the prior-year period, partially offset by higher incentive compensation.
As a percentage of net sales, SG&A decreased to 22.9% for the three months ended September 26, 2026 as compared to 25.1% for the three months ended September 27, 2025, a decrease of 220 basis points.
SG&A increased to $186.3 million for the nine months ended September 26, 2026 from $179.9 million for the nine months ended September 27, 2025, an increase of $6.4 million, or 3.6%, driven by higher incentive compensation, advertising expense, selling-team investments, and wage inflation, partially offset by the absence of prior-year non-recurring litigation expense.
As a percentage of net sales, SG&A decreased to 22.3% for the nine months ended September 26, 2026 as compared to 23.3% for the nine months ended September 27, 2025, a decrease of 100 basis points, as the growth in net sales exceeded the growth in SG&A.
Research, development, and engineering expense
Research, development, and engineering expense (RD&E) increased to $8.6 million for the three months ended September 26, 2026 from $7.1 million for the three months ended September 27, 2025, an increase of $1.5 million, or 21.2%. The increase is primarily due to higher spend on new product development and new product performance improvements along with increased investment in specialized engineering talent and capabilities.
As a percentage of net sales, RD&E increased to 3.3% for the three months ended September 26, 2026 as compared to 2.9% for the three months ended September 27, 2025, an increase of 40 basis points.
RD&E increased to $23.1 million for the nine months ended September 26, 2026 from $19.2 million for the nine months ended September 27, 2025, an increase of $3.9 million, or 19.9%. The increase is primarily due to higher salary costs driven by strategic investments in our engineering teams and higher spend on new product development and new product performance improvements.
As a percentage of net sales, RD&E was 2.8% for the nine months ended September 26, 2026 compared to 2.5% for the nine months ended September 27, 2025, an increase of 30 basis points.
Acquisition and restructuring related expense
For the three months ended September 26, 2026, we incurred less than $0.1 million of acquisition and restructuring related expense as compared to $0.3 million of expense for the three months ended September 27, 2025. The expense in the three months ended September 26, 2026 was driven by costs associated with a transformation program in the E&RW segment, while the prior period expense was driven by facility and other restructuring costs within our E&RW business.
For the nine months ended September 26, 2026, we incurred $1.3 million of acquisition and restructuring related expense as compared to $3.8 million of expense for the nine months ended September 27, 2025. The expense in the nine months ended September 26, 2026 was driven by costs for a transformation program in E&RW and termination benefits for the restructuring of several teams in NAM, while the expense in the nine months ended September 27, 2025 primarily included the deferred
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purchase price recognized as compensation cost over the 12-month service period from the date of the ChlorKing HoldCo, LLC and related entities (“ChlorKing”) acquisition and facility driven restructuring costs within E&RW.
Amortization of intangible assets
For the three months ended September 26, 2026, amortization of intangible assets decreased by $0.5 million compared to the three months ended September 27, 2025 due to the amortization pattern of certain intangible asset classes based on the declining balance method.
For the nine months ended September 26, 2026, amortization of intangible assets decreased $1.5 million compared to the nine months ended September 27, 2025 due to the amortization pattern of certain intangible asset classes based on the declining balance method.
Operating income
For the three and nine months ended September 26, 2026, operating income increased by $9.2 million and $22.7 million, respectively, due to the aggregated effect of the items described above.
Interest expense, net
Interest expense, net, decreased to $7.9 million for the three months ended September 26, 2026 from $11.3 million for the three months ended September 27, 2025, a decrease of $3.4 million, or 30.0%. The decrease primarily reflected lower interest rates on bank debt and increased interest income on cash deposits and short-term investments. The effective interest rate on borrowings, including the impact of interest rate hedges, declined to 5.38% from 6.49%.
Interest expense, net, decreased to $36.4 million for the nine months ended September 26, 2026 from $38.6 million for the nine months ended September 27, 2025, a decrease of $2.2 million, or 5.7%. Higher interest income and lower net interest expense on bank debt were partially offset by $5.2 million of debt financing costs related to the June 2026 Credit Agreement. The effective interest rate on borrowings, including the impact of interest rate hedges, declined to 5.90% from 6.44%.
Loss on debt extinguishment
We recorded a $2.0 million loss on debt extinguishment for the nine months ended September 26, 2026, primarily related to the June 2026 refinancing under the Credit Agreement and, to a lesser extent, the February 2026 voluntary repayment of other bank debt. No such loss was recorded for the three or nine months ended September 27, 2025.
Provision for income taxes
We incurred income tax expense of $8.7 million for the three months ended September 26, 2026, compared to income tax expense of $7.2 million for the three months ended September 27, 2025, an increase of $1.5 million, or 21.5%.
The decrease in the Company’s effective tax rate from 23.0% for the three months ended September 27, 2025 to 21.2% for the three months ended September 26, 2026 was primarily due to lower state taxes.
We incurred income tax expense of $29.1 million for the nine months ended September 26, 2026, compared to income tax expense of $26.2 million for the nine months ended September 27, 2025, an increase of $2.9 million, or 11.3%. The increase was driven by higher pretax income, partially offset by a lower effective tax rate.
The decrease in the Company’s effective tax rate from 23.9% for the nine months ended September 27, 2025 to 22.3% for the nine months ended September 26, 2026 was primarily due to lower state taxes.
Net income and net income margin
As a result of the foregoing, net income increased by $8.4 million and $18.2 million, respectively, for the three and nine months ended September 26, 2026.
Net income margin increased to 12.5% for the three months ended September 26, 2026 compared to 9.8% for the three months ended September 27, 2025, an increase of 270 basis points.
Net income margin increased to 12.2% for the nine months ended September 26, 2026 compared to 10.8% for the nine months ended September 27, 2025, an increase of 140 basis points.
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Adjusted net income and Adjusted net income margin
Adjusted net income increased to $39.1 million for the three months ended September 26, 2026 from $31.9 million for the three months ended September 27, 2025, an increase of $7.3 million, or 22.8%, driven primarily by increased net sales.
Adjusted net income margin increased to 15.0% for the three months ended September 26, 2026 compared to 13.0% for the three months ended September 27, 2025, an increase of 200 basis points.
Adjusted net income increased to $126.8 million for the nine months ended September 26, 2026 from $106.2 million for the nine months ended September 27, 2025, an increase of $20.6 million, or 19.4%, driven primarily by increased net sales.
Adjusted net income margin increased to 15.2% for the nine months ended September 26, 2026 compared to 13.7% for the nine months ended September 27, 2025, an increase of 150 basis points.
See “— Non-GAAP Reconciliations” for a reconciliation of adjusted net income and adjusted net income margin to the most directly comparable GAAP metric.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA increased to $64.5 million for the three months ended September 26, 2026 from $59.1 million for the three months ended September 27, 2025, an increase of $5.4 million, or 9.2%, driven primarily by increased net sales.
Adjusted EBITDA margin increased to 24.8% for the three months ended September 26, 2026 compared to 24.2% for the three months ended September 27, 2025, an increase of 60 basis points.
Adjusted EBITDA increased to $213.6 million for the nine months ended September 26, 2026 from $196.4 million for the nine months ended September 27, 2025, an increase of $17.2 million, or 8.8%, driven primarily by increased net sales.
Adjusted EBITDA margin increased to 25.6% for the nine months ended September 26, 2026 compared to 25.4% for the nine months ended September 27, 2025, an increase of 20 basis points.
See “— Non-GAAP Reconciliations” for a reconciliation of adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP metric.
Segment Results of Operations
The Company manages its business primarily on a geographic basis. The Company’s reportable segments consist of NAM and E&RW. We evaluate performance based on net sales, gross profit, segment income and adjusted segment income, and we use gross profit margin, segment income margin and adjusted segment income margin as comparable performance measures for our reporting segments.
Segment income represents segment net sales less cost of sales, segment SG&A and RD&E, excluding acquisition and restructuring related expense as well as amortization of intangible assets recorded within SG&A expense. Adjusted segment income represents segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. See “—Non-GAAP Reconciliations” for reconciliations of these metrics to the most directly comparable GAAP metric.
North America
| (Dollars in thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 226,365 | $ | 208,245 | $ | 713,820 | $ | 650,489 | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 110,799 | $ | 102,104 | $ | 353,209 | $ | 324,187 | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit margin % | 48.9 | % | 49.0 | % | 49.5 | % | 49.8 | % | ||||||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 61,782 | $ | 55,387 | $ | 202,502 | $ | 182,215 | ||||||||||||||||||||||||||||||||||||||||||
| Segment income margin % | 27.3 | % | 26.6 | % | 28.4 | % | 28.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Adjusted segment income (a) | $ | 68,807 | $ | 61,721 | $ | 223,235 | $ | 201,448 | ||||||||||||||||||||||||||||||||||||||||||
Adjusted segment income margin % (a) | 30.4 | % | 29.6 | % | 31.3 | % | 31.0 | % | ||||||||||||||||||||||||||||||||||||||||||
(a) See “—Non-GAAP Reconciliations.”
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Net sales
Net sales increased to $226.4 million for the three months ended September 26, 2026 from $208.2 million for the three months ended September 27, 2025, an increase of $18.2 million, or 8.7%.
Net sales increased to $713.8 million for the nine months ended September 26, 2026 from $650.5 million for the nine months ended September 27, 2025, an increase of $63.3 million, or 9.7%.
The year-over-year net sales increase was driven by the following factors:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 26, 2026 | September 26, 2026 | |||||||||||||||||||
| Price, net of allowances and discounts | 6.5 | % | 7.8 | % | ||||||||||||||||
| Volume | 2.3 | 1.9 | ||||||||||||||||||
| Currency and other | (0.1) | — | ||||||||||||||||||
| Total | 8.7 | % | 9.7 | % | ||||||||||||||||
The net sales increase for the three months ended September 26, 2026 was driven primarily due to favorable net pricing that offset inflation and tariffs, along with higher volume.
The net sales increase for the nine months ended September 26, 2026 was driven primarily by positive net price to offset inflation and tariffs and an increase in volume.
Gross profit and gross profit margin
Gross profit increased to $110.8 million for the three months ended September 26, 2026 from $102.1 million for the three months ended September 27, 2025, an increase of $8.7 million, or 8.5%.
Gross profit margin decreased to 48.9% for the three months ended September 26, 2026 from 49.0% for the three months ended September 27, 2025, a decrease of 10 basis points as inflationary pressures slightly exceeded the benefit of pricing initiatives.
Gross profit increased to $353.2 million for the nine months ended September 26, 2026 from $324.2 million for the nine months ended September 27, 2025, an increase of $29.0 million, or 9.0%.
Gross profit margin decreased to 49.5% for the nine months ended September 26, 2026 from 49.8% for the nine months ended September 27, 2025, a decrease of 30 basis points. Gross profit margin decreased primarily due to increased costs from inflation and tariffs, partially offset by positive net price impact.
Segment income and segment income margin
Segment income increased to $61.8 million for the three months ended September 26, 2026 from $55.4 million for the three months ended September 27, 2025, an increase of $6.4 million, or 11.5%. This was primarily attributable to the increase in net sales as discussed above.
Segment income margin increased to 27.3% for the three months ended September 26, 2026 from 26.6% for the three months ended September 27, 2025, an increase of 70 basis points.
Segment income increased to $202.5 million for the nine months ended September 26, 2026 from $182.2 million for the nine months ended September 27, 2025, an increase of $20.3 million, or 11.1%. This was primarily attributable to the increase in net sales as discussed above.
Segment income margin increased to 28.4% for the nine months ended September 26, 2026 from 28.0% for the nine months ended September 27, 2025, an increase of 40 basis points. The increase was driven by the same factors as the increase in segment income discussed above.
Adjusted segment income and Adjusted segment income margin
Adjusted segment income increased to $68.8 million for the three months ended September 26, 2026 from $61.7 million for the three months ended September 27, 2025, an increase of $7.1 million, or 11.5%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”
Adjusted segment income margin increased to 30.4% for the three months ended September 26, 2026 from 29.6% for the three months ended September 27, 2025, an increase of 80 basis points.
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Adjusted segment income increased to $223.2 million for the nine months ended September 26, 2026 from $201.4 million for the nine months ended September 27, 2025, an increase of $21.8 million, or 10.8%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”
Adjusted segment income margin increased to 31.3% for the nine months ended September 26, 2026 from 31.0% for the nine months ended September 27, 2025, an increase of 30 basis points.
Refer to “—Non-GAAP Reconciliations” for a reconciliation of segment income to adjusted segment income.
Europe & Rest of World
| (Dollars in thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 33,769 | $ | 36,091 | $ | 119,908 | $ | 122,291 | |||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 13,494 | $ | 14,597 | $ | 45,193 | $ | 45,221 | |||||||||||||||||||||||||||||||||||||||
| Gross profit margin % | 40.0 | % | 40.4 | % | 37.7 | % | 37.0 | % | |||||||||||||||||||||||||||||||||||||||
| Segment income | $ | 5,733 | $ | 6,247 | $ | 20,656 | $ | 20,374 | |||||||||||||||||||||||||||||||||||||||
| Segment income margin % | 17.0 | % | 17.3 | % | 17.2 | % | 16.7 | % | |||||||||||||||||||||||||||||||||||||||
Adjusted segment income (a) | $ | 6,422 | $ | 6,688 | $ | 22,578 | $ | 21,668 | |||||||||||||||||||||||||||||||||||||||
Adjusted segment income margin % (a) | 19.0 | % | 18.5 | % | 18.8 | % | 17.7 | % | |||||||||||||||||||||||||||||||||||||||
(a) See “—Non-GAAP Reconciliations.”
Net sales
Net sales decreased to $33.8 million for the three months ended September 26, 2026 from $36.1 million for the three months ended September 27, 2025, a decrease of $2.3 million, or 6.4%.
Net sales decreased to $119.9 million for the nine months ended September 26, 2026 from $122.3 million for the nine months ended September 27, 2025, a decrease of $2.4 million, or 1.9%.
The year-over-year net sales decrease was driven by the following:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 26, 2026 | September 26, 2026 | ||||||||||||||||
| Volume | (5.8) | % | (6.1) | % | |||||||||||||
| Price, net of allowances and discounts | (0.8) | 0.4 | |||||||||||||||
| Currency and other | 0.2 | 3.8 | |||||||||||||||
| Total | (6.4) | % | (1.9) | % | |||||||||||||
The net sales decrease for the three months ended September 26, 2026 was primarily by lower volume resulting from geopolitical conflicts in the Middle East and a modest decrease in net price.
The net sales decrease for the nine months ended September 26, 2026 was primarily driven by a decline in volume due to the geopolitical conflicts in the Middle East, partially offset by the favorable impact from foreign currency translation.
Gross profit and Gross profit margin
Gross profit decreased to $13.5 million for the three months ended September 26, 2026 from $14.6 million for the three months ended September 27, 2025, a decrease of $1.1 million, or 7.6%.
Gross profit margin decreased to 40.0% for the three months ended September 26, 2026 from 40.4% for the three months ended September 27, 2025, a decrease of 40 basis points, primarily driven by increased costs from inflation.
Gross profit remained relatively flat at $45.2 million for both the nine months ended September 26, 2026 and September 27, 2025.
Gross profit margin increased to 37.7% for the nine months ended September 26, 2026 from 37.0% for the nine months ended September 27, 2025, an increase of 70 basis points, primarily driven by operational efficiencies, partially offset by increased costs from inflation.
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Segment income and Segment income margin
Segment income decreased to $5.7 million for the three months ended September 26, 2026 from $6.2 million for the three months ended September 27, 2025, a decrease of $0.5 million, or 8.2%. This was primarily driven by the decrease in net sales as discussed above.
Segment income margin decreased by 30 basis points from 17.3% for the three months ended September 27, 2025 to 17.0% for the three months ended September 26, 2026, primarily resulting from the decrease in net sales as discussed above.
Segment income increased to $20.7 million for the nine months ended September 26, 2026 from $20.4 million for the nine months ended September 27, 2025, an increase of $0.3 million, or 1.4%. This was driven by lower segment operating expenses including lower marketing and warehouse costs.
Segment income margin increased by 50 basis points to 17.2% for the nine months ended September 26, 2026 as compared to 16.7% for the nine months ended September 27, 2025.
Adjusted segment income and Adjusted segment income margin
Adjusted segment income decreased to $6.4 million for the three months ended September 26, 2026 from $6.7 million for the three months ended September 27, 2025, a decrease of $0.3 million, or 4.0%. This was primarily driven by the decrease in net sales as discussed above, after adjusting for the non-cash and specified costs described in “—Non-GAAP Reconciliations” below.
Adjusted segment income margin increased by 50 basis points to 19.0% for the three months ended September 26, 2026 from 18.5% for the three months ended September 27, 2025.
Adjusted segment income increased to $22.6 million for the nine months ended September 26, 2026 from $21.7 million for the nine months ended September 27, 2025, an increase of $0.9 million, or 4.2%. This was primarily driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs described in “—Non-GAAP Reconciliations” below.
Adjusted segment income margin increased to 18.8% for the nine months ended September 26, 2026 from 17.7% for the nine months ended September 27, 2025, an increase of 110 basis points.
Refer to “—Non-GAAP Reconciliations” for a reconciliation of segment income to adjusted segment income.
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Non-GAAP Reconciliations
The Company uses EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin and adjusted diluted earnings per share to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies. These metrics are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures.
EBITDA is defined as earnings before interest (including amortization of debt costs), income taxes, depreciation, and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of restructuring related income or expenses, stock-based compensation, currency exchange items, and certain non-cash, nonrecurring, or other items that are included in net income and EBITDA that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales. Adjusted segment income is defined as segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales, stock-based compensation and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. Adjusted segment income margin is defined as adjusted segment income divided by segment net sales. Adjusted net income is defined as net income adjusted for the impact of restructuring related income or expenses, amortization, stock-based compensation, currency exchange items, and certain non-cash, nonrecurring, or other items that are included in net income that we do not consider indicative of our ongoing operating performance. These adjustments are further adjusted to reflect a normalized tax rate. Adjusted net income margin is defined as adjusted net income divided by net sales.
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin and adjusted diluted earnings per share are not recognized measures of financial performance under GAAP. We believe these non-GAAP measures provide analysts, investors and other interested parties with additional insight into the underlying trends of our business and assist these parties in analyzing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, which allows for a better comparison against historical results and expectations for future performance. Management uses these non-GAAP measures to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short and long-term operating planning, employee incentive compensation, and debt compliance. These non-GAAP measures are not intended to replace the presentation of our financial results in accordance with GAAP.
EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin and adjusted diluted earnings per share are not calculated in the same manner by all companies, and accordingly, are not necessarily comparable to similarly titled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA, adjusted EBITDA, adjusted segment income and adjusted net income should not be construed as indicators of a company’s operating performance in isolation from, or as a substitute for, net income (loss) and segment income, which are prepared in accordance with GAAP. We have presented EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income, adjusted segment income margin, adjusted net income, adjusted net income margin and adjusted diluted earnings per share solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations. In the future we may incur expenses such as those added back to calculate adjusted EBITDA, adjusted segment income and adjusted net income. Our presentation of adjusted EBITDA, adjusted segment income and adjusted net income should not be construed as an inference that our future results will be unaffected by these items.
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Net Income and Net Income Margin to Adjusted EBITDA and Adjusted EBITDA Margin
Following is a reconciliation from net income and net income margin to adjusted EBITDA and adjusted EBITDA margin:
| (Dollars in thousands) | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 32,419 | $ | 24,028 | $ | 101,395 | $ | 83,160 | |||||||||||||||||||||||||||||||||||||||
| Depreciation | 6,053 | 5,509 | 17,915 | 17,026 | |||||||||||||||||||||||||||||||||||||||||||
| Amortization | 8,240 | 8,642 | 24,668 | 25,808 | |||||||||||||||||||||||||||||||||||||||||||
Interest expense, net | 7,921 | 11,316 | 36,409 | 38,617 | |||||||||||||||||||||||||||||||||||||||||||
| Income taxes | 8,722 | 7,178 | 29,121 | 26,166 | |||||||||||||||||||||||||||||||||||||||||||
| EBITDA | 63,355 | 56,673 | 209,508 | 190,777 | |||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment (a) | — | — | 2,037 | — | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation (b) | — | — | — | 57 | |||||||||||||||||||||||||||||||||||||||||||
Currency exchange items (c) | 949 | (536) | 368 | 236 | |||||||||||||||||||||||||||||||||||||||||||
Acquisition and restructuring related expense, net (d) | 8 | 276 | 1,261 | 3,767 | |||||||||||||||||||||||||||||||||||||||||||
Other (e) | 203 | 2,653 | 437 | 1,567 | |||||||||||||||||||||||||||||||||||||||||||
| Total Adjustments | 1,160 | 2,393 | 4,103 | 5,627 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 64,515 | $ | 59,066 | $ | 213,611 | $ | 196,404 | |||||||||||||||||||||||||||||||||||||||
| Net income margin | 12.5 | % | 9.8 | % | 12.2 | % | 10.8 | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 24.8 | % | 24.2 | % | 25.6 | % | 25.4 | % | |||||||||||||||||||||||||||||||||||||||
| (a) | Adjustments in the nine months ended September 26, 2026 represents a $1.8 million loss incurred as a result of the Company's debt refinancing in June 2026 in connection with the entry into the Credit Agreement. The Company also incurred a $0.2 million loss on debt extinguishment as a result of the voluntary repayment of the principal balance for a portion of other bank debt in February 2026. | |||||||
| (b) | Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. The adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of Hayward’s Initial Public Offering ("IPO"). | |||||||
| (c) | Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts. | |||||||
| (d) | Adjustments in the three months ended September 26, 2026 were primarily driven by $8 thousand of costs related to a restructuring action in E&RW. Adjustments in the three months ended September 27, 2025 were primarily driven by $0.3 million of costs related to restructuring actions in E&RW. | |||||||
Adjustments in the nine months ended September 26, 2026 were primarily driven by $0.8 million of costs related to a restructuring action in E&RW and $0.5 million of termination benefits associated with the restructuring of several teams in NAM. Adjustments in the nine months ended September 27, 2025 were primarily driven by $3.3 million of transaction and integration costs associated with the acquisition of the ChlorKing business, $0.5 million of costs related to restructuring actions in E&RW and $0.2 million of separation costs for the consolidation of operations in North America, partially offset by a reduction in expense of $0.2 million to finalize the relocation of the Company's corporate office functions to Charlotte, NC from Berkeley Heights, NJ. | ||||||||
| (e) | Adjustments in the three months ended September 26, 2026 primarily included $0.2 million of non-recurring transition costs related to the restructuring in E&RW. Adjustments in the three months ended September 27, 2025 primarily included a $2.8 million non-recurring litigation expense. Expense beyond the $2.8 million was paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers. Other adjustments include $0.2 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility. Adjustments in the nine months ended September 26, 2026 primarily included $0.4 million of non-recurring transition costs related to the restructuring in E&RW. Adjustments in the nine months ended September 27, 2025 primarily included a $2.8 million non-recurring litigation expense. Expense beyond the $2.8 million was paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers. Other adjustments include $1.3 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility. | |||||||
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Net Income and Net Income Margin to Adjusted Net Income and Adjusted Net Income Margin
Following is a reconciliation from net income and net income margin to adjusted net income and adjusted net income margin:
| (Dollars in thousands, except per share data) | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||
| Net income | $ | 32,419 | $ | 24,028 | $ | 101,395 | $ | 83,160 | ||||||||||||||||||
Tax adjustments (a) | (551) | (481) | (809) | (673) | ||||||||||||||||||||||
| Other adjustments and amortization: | ||||||||||||||||||||||||||
Loss on debt extinguishment (b) | — | — | 2,037 | — | ||||||||||||||||||||||
Stock-based compensation (c) | — | — | — | 57 | ||||||||||||||||||||||
Currency exchange items (d) | 949 | (536) | 368 | 236 | ||||||||||||||||||||||
Acquisition and restructuring related expense, net (e) | 8 | 276 | 1,261 | 3,767 | ||||||||||||||||||||||
Other (f) | 203 | 2,653 | 437 | 1,567 | ||||||||||||||||||||||
| Total other adjustments | 1,160 | 2,393 | 4,103 | 5,627 | ||||||||||||||||||||||
| Amortization | 8,240 | 8,642 | 24,668 | 25,808 | ||||||||||||||||||||||
Debt refinancing fees (g) | — | — | 5,186 | — | ||||||||||||||||||||||
Tax effect (h) | (2,119) | (2,708) | (7,787) | (7,717) | ||||||||||||||||||||||
| Adjusted net income | $ | 39,149 | $ | 31,874 | $ | 126,756 | $ | 106,205 | ||||||||||||||||||
| Net income margin | 12.5 | % | 9.8 | % | 12.2 | % | 10.8 | % | ||||||||||||||||||
| Adjusted net income margin | 15.0 | % | 13.0 | % | 15.2 | % | 13.7 | % | ||||||||||||||||||
| Weighted average number of common shares outstanding, basic | 212,209,178 | 216,826,626 | 215,276,635 | 216,395,032 | ||||||||||||||||||||||
| Weighted average number of common shares outstanding, diluted | 216,531,281 | 222,420,881 | 219,897,633 | 222,074,267 | ||||||||||||||||||||||
| Basic EPS | $ | 0.15 | $ | 0.11 | $ | 0.47 | $ | 0.38 | ||||||||||||||||||
| Diluted EPS | $ | 0.15 | $ | 0.11 | $ | 0.46 | $ | 0.37 | ||||||||||||||||||
| Adjusted basic EPS | $ | 0.18 | $ | 0.15 | $ | 0.59 | $ | 0.49 | ||||||||||||||||||
| Adjusted diluted EPS | $ | 0.18 | $ | 0.14 | $ | 0.58 | $ | 0.48 | ||||||||||||||||||
| (a) | Tax adjustments for the three and nine months ended September 26, 2026 reflected a normalized tax rate of 22.5% and 22.9%, respectively, compared to the Company’s effective tax rate of 21.2% and 22.3%, respectively. The Company’s effective tax rate for the three and nine months ended September 26, 2026 primarily included the tax benefits resulting from stock-based compensation and interest received on an income tax refund. Tax adjustments for the three and nine months ended September 27, 2025 reflected a normalized tax rate of 24.5% and 24.5%, respectively, compared to the Company's effective tax rate of 23.0% and 23.9%, respectively. The Company’s effective tax rate for the three and nine months ended September 27, 2025 primarily included the tax benefits resulting from stock-based compensation. | |||||||
| (b) | Adjustments in the nine months ended September 26, 2026 represents a $1.8 million loss incurred as a result of the Company's debt refinancing in June 2026 in connection with the entry into the Credit Agreement. The Company also incurred a $0.2 million loss on debt extinguishment as a result of the voluntary repayment of the principal balance for a portion of other bank debt in February 2026. | |||||||
| (c) | Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. The adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of Hayward’s IPO. | |||||||
| (d) | Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts. | |||||||
| (e) | Adjustments in the three months ended September 26, 2026 were primarily driven by $8 thousand of costs related to a restructuring action in E&RW. Adjustments in the three months ended September 27, 2025 were primarily driven by $0.3 million of costs related to restructuring actions in E&RW. | |||||||
| Adjustments in the nine months ended September 26, 2026 were primarily driven by $0.8 million of costs related to a restructuring action in E&RW and $0.5 million of termination benefits associated with the restructuring of several teams in NAM. Adjustments in the nine months ended September 27, 2025 were primarily driven by $3.3 million of transaction and integration costs associated with the acquisition of the ChlorKing business, $0.5 million of costs related to restructuring actions in E&RW and $0.2 million of separation costs for the consolidation of operations in North America, partially offset by a reduction in expense of $0.2 million to finalize the relocation of the Company's corporate office functions to Charlotte, NC from Berkeley Heights, NJ. | ||||||||
| (f) | Adjustments in the three months ended September 26, 2026 primarily included $0.2 million of non-recurring transition costs related to the restructuring in E&RW. Adjustments in the three months ended September 27, 2025 primarily included a $2.8 million non-recurring litigation expense. Expense beyond the $2.8 million was paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers. Other adjustments include $0.2 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility. Adjustments in the nine months ended September 26, 2026 primarily included $0.4 million of non-recurring transition costs related to the restructuring in E&RW. Adjustments in the nine months ended September 27, 2025 primarily included a $2.8 million non-recurring litigation expense. Expense beyond the $2.8 million was paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers. Other adjustments include $1.3 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility. | |||||||
| (g) | Represents non-recurring professional fees expensed as part of our credit facility refinance for the portion of debt that was accounted for as a modification. | |||||||
| (h) | The tax effect represented the immediately preceding adjustments at the normalized tax rates as discussed in footnote (a) above. | |||||||
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Following is a reconciliation from segment income and segment income margin to adjusted segment income and adjusted segment income margin for NAM (dollars in thousands):
| NAM | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||
| Segment income | $ | 61,782 | $ | 55,387 | $ | 202,502 | $ | 182,215 | |||||||||||||||||||||||||||
| Depreciation | 5,140 | 4,675 | 15,147 | 14,623 | |||||||||||||||||||||||||||||||
| Amortization | 1,885 | 1,760 | 5,586 | 5,221 | |||||||||||||||||||||||||||||||
Other (a) | — | (101) | — | (611) | |||||||||||||||||||||||||||||||
| Total adjustments | 7,025 | 6,334 | 20,733 | 19,233 | |||||||||||||||||||||||||||||||
| Adjusted segment income | $ | 68,807 | $ | 61,721 | $ | 223,235 | $ | 201,448 | |||||||||||||||||||||||||||
| Segment income margin | 27.3 | % | 26.6 | % | 28.4 | % | 28.0 | % | |||||||||||||||||||||||||||
| Adjusted segment income margin | 30.4 | % | 29.6 | % | 31.3 | % | 31.0 | % | |||||||||||||||||||||||||||
| (a) | Adjustments in the three and nine months ended September 27, 2025 for NAM primarily included $0.1 million and $0.6 million, respectively, of insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility. | |||||||
Following is a reconciliation from segment income and segment income margin to adjusted segment income and adjusted segment income margin for E&RW (dollars in thousands):
| E&RW | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | September 26, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||
| Segment income | $ | 5,733 | $ | 6,247 | $ | 20,656 | $ | 20,374 | |||||||||||||||||||||||||||
| Depreciation | 486 | 441 | 1,485 | 1,294 | |||||||||||||||||||||||||||||||
Other (a) | 203 | — | 437 | — | |||||||||||||||||||||||||||||||
| Total adjustments | 689 | 441 | 1,922 | 1,294 | |||||||||||||||||||||||||||||||
| Adjusted segment income | $ | 6,422 | $ | 6,688 | $ | 22,578 | $ | 21,668 | |||||||||||||||||||||||||||
| Segment income margin | 17.0 | % | 17.3 | % | 17.2 | % | 16.7 | % | |||||||||||||||||||||||||||
| Adjusted segment income margin | 19.0 | % | 18.5 | % | 18.8 | % | 17.7 | % | |||||||||||||||||||||||||||
| (a) | Adjustments in the three and nine months ended September 26, 2026 primarily included $0.2 million and $0.4 million, respectively, for non-recurring transition costs related to the restructuring in E&RW. | |||||||
Liquidity and Capital Resources
Our primary sources of liquidity are net cash provided by operating activities and availability under the Revolving Facility (as defined below).
Primary working capital requirements are for raw materials, components and certain finished goods inventories and supplies, payroll, manufacturing, freight and distribution, facility, and other operating expenses. Cash flows from operating activities and working capital requirements fluctuate during the year, driven primarily by the seasonal demand for our products, an Early Buy program, the timing of inventory purchases and receipt of customer payments, and as such, the utilization of the Revolving Facility may fluctuate during the year.
Unrestricted cash and cash equivalents totaled $236.3 million as of September 26, 2026, which was a decrease of $93.3 million from $329.6 million at December 31, 2025. As of September 26, 2026, the Company had $239.2 million in commercial paper and time deposits, which were included in short-term investments on the unaudited condensed consolidated balance sheets. As of December 31, 2025, the Company had $69.5 million in commercial paper, which was included in short-term investments on the unaudited condensed consolidated balance sheets.
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We focus on increasing cash flow, solidifying the liquidity position through working capital initiatives, and paying our debt obligations, while continuing to fund business growth initiatives and return of capital to stockholders. We believe that net cash provided by operating activities and availability under the Revolving Facility will be adequate to finance our working capital requirements, inclusive of capital expenditures, and debt service over the next 12 months.
Beyond the next 12 months, our principal demand for funds will be for maintenance of our core business, to satisfy long-term contractual obligations, the Company’s ongoing capital expenditure program designed to improve the effectiveness and capabilities of its facilities and technology, research and development activities, any potential merger and acquisition activity and potential share repurchases. The Company’s material contractual obligations include outstanding debt, operating leases and finance leases. For additional details related to the Company’s long-term contractual obligations for long-term debt, see Note 7 and for contractual obligations for leases see Note 13. We believe the combination of our current cash level, net cash provided by operating activities, and availability under the Revolving Facility will be sufficient to satisfy the above requirements.
Accounts Receivable Sales
On July 3, 2024, the Company entered into a Receivables Purchase Agreement under which it may offer to sell eligible accounts receivable. The agreement is uncommitted and the eligible accounts receivable to be sold under the agreement consist of up to $125 million in accounts receivable generated by sales to specified customers of the Company. The Company will be paid a discounted purchase price for each receivable sold. The discount rate used to determine the purchase price for the subject receivables is based upon an annual interest rate equal to the forward-looking term rate based on the secured overnight financing rate for the period of time between payment to the Company and the due date for the receivable plus a buffer period specific to the obligor, plus a margin applicable to the specified obligor.
Transactions under this agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the unaudited condensed consolidated balance sheets at the time of the sales transaction. For ease of administration, the Company collects customer payments related to the receivables sold and remits those payments to the purchaser. Proceeds received from the sales of accounts receivable are classified as operating cash flows in the unaudited condensed consolidated statements of cash flows. We record the discount in the “Other expense (income), net” line in the unaudited condensed consolidated statements of operations. The Company, as the servicer under the Receivables Purchase Agreement, continues to service the accounts receivable sold. No sales of accounts receivable occurred during the nine months ended September 26, 2026. During the nine months ended September 27, 2025, there were proceeds of $99.1 million from the sale of $100.0 million of receivables under the Receivables Purchase Agreement. As of September 27, 2025, none of the sold receivables remained to be collected and remitted to the transferee. The expense recognized related to the discount on sales for the nine months ended September 27, 2025 was $0.9 million.
Long-Term Debt, Net
Long-term debt, net, consisted of the following (in thousands):
| September 26, 2026 | December 31, 2025 | |||||||||||||
| Term Facility, due June 23, 2033 | $ | 960,000 | $ | 955,000 | ||||||||||
| Other bank debt | 1,182 | 4,826 | ||||||||||||
| Finance lease obligations | 3,715 | 3,639 | ||||||||||||
| Subtotal | 964,897 | 963,465 | ||||||||||||
| Less: Current portion of the long-term debt | (10,840) | (13,261) | ||||||||||||
| Less: Unamortized debt issuance costs | (8,503) | (6,657) | ||||||||||||
| Total | $ | 945,554 | $ | 943,547 | ||||||||||
Amended and Restated Term Loan and Cash Flow Revolving Facility
On June 23, 2026, Hayward Industries, Inc. (the “US Borrower”), a New Jersey corporation and a wholly owned subsidiary of the Company, Hayward Pool Products Canada, Inc. / Produits de Piscines Hayward Canada, Inc., a Canadian federal corporation and a wholly owned subsidiary of the Company (together with the US Borrower, the “Borrowers”), and Hayward Intermediate, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into an Amended and Restated First Lien Credit Agreement (the “Credit Agreement”), which Credit Agreement refinanced in full and extended the maturities of the Borrowers’ previously outstanding term loans (the “Prior Term Loans”). In connection with the entry into the Credit Agreement, the Borrowers’ previously outstanding asset-based revolving credit facility (the “Prior ABL Facility”) was terminated on June 23, 2026 with no outstanding borrowings.
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Pursuant to the Credit Agreement, the Company (i) borrowed $960.0 million of new term loans (the “Term Loans”) in U.S. dollars under a seven-year term loan facility (the “Term Facility”) and (ii) entered into a $425.0 million five-year revolving credit facility available in U.S. dollars, Canadian dollars, British pounds sterling, Euros, Australian dollars and other approved currencies (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), which Revolving Facility includes a $100.0 million letter of credit sublimit and a $50.0 million swingline sublimit (with use under such sublimits reducing availability under the Revolving Facility). The remaining outstanding principal under the Term Facility, after giving effect to required quarterly amortization, is due at maturity on June 23, 2033. The maturity date under the Revolving Facility is June 23, 2031.
The Term Loans bear interest, at the US Borrower’s option, at either (i) term SOFR (subject to a 0.50% floor) plus a margin of 2.00% per annum or (ii) the alternate base rate plus a margin of 1.00% per annum. The required quarterly payment of the Term Loans is 0.25% of the initial outstanding principal thereof. The US Borrower may voluntarily prepay the Term Loans in whole or in part, at any time, subject to a 1.00% prepayment premium in connection with certain repricing transactions and amendments occurring within the first six months after the closing date of the Term Facility. In addition, the Credit Agreement requires mandatory principal payments of the Term Loans to be made based on certain events, including annual excess cash flow (with the required prepayment percentage varying between 0% and 50% based on the first lien leverage ratio of the US Borrower and its restricted subsidiaries), non-ordinary course sales of assets and the incurrence of debt not otherwise permitted under the Credit Agreement, each subject to certain exceptions and thresholds as set forth in the Credit Agreement.
Borrowings under the Revolving Facility bear interest, at the Borrowers’ option, at either (i) term SOFR (subject to a 0.50% floor), term CORRA, SONIA, BBSY or EURIBOR (depending on the currency of the borrowing) plus a margin in a range of 1.25-2.00% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time) or (ii) the alternate base rate, the Canadian prime rate or the Canadian base rate (depending on the currency of the borrowing) plus a margin in a range of 0.25-1.00% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time). The Revolving Facility also requires a commitment fee on a quarterly basis at a rate in a range of 0.20-0.30% per annum (based on the total leverage ratio of the US Borrower and its restricted subsidiaries from time to time).
The Credit Facilities are guaranteed by substantially all of the Borrowers’ United States and Canadian wholly owned subsidiaries and collateralized by substantially all of the assets of the Borrowers and such guarantors, in each case, subject to customary exceptions.
As of September 26, 2026, there were no borrowings outstanding under the $425.0 million Revolving Facility, and borrowing availability of $421.7 million, with the $3.3 million difference attributable to letters of credit issued under the facility. The balance outstanding under the Term Facility as of September 26, 2026 was $960.0 million.
Prior ABL Facility
The borrowings under the Prior ABL Facility bore interest at a rate equal to the Term SOFR and a margin of between 1.25% to 1.75%, or at a base rate plus a margin of 0.25% to 0.75%.
For the year ended December 31, 2025, the average borrowing base under the Prior ABL Facility was $153.3 million, and the average loan balance outstanding was zero. As of December 31, 2025, the loan balance was zero with a borrowing availability of $124.9 million.
As of June 23, 2026, the Prior ABL Facility was terminated with no outstanding borrowings.
Term Loans and Prior Term Loans
The Term Loans refinanced in full the Prior Term Loans. The Prior Term Loans bore interest at a rate equal to a base rate or Term SOFR (subject to a 0.50% floor), plus, in either case, an applicable margin. The applicable margin was 2.75% per annum, with a stepdown to 2.50% per annum when net secured leverage of the US Borrower and its restricted subsidiaries was less than 2.5x.
For the three months ended September 26, 2026, the effective interest rate on borrowings under the Term Loans, including the impact of an interest rate hedge, was 5.18%. The effective interest rate is comprised of 5.70% for interest and 0.13% for financing costs, partially offset by 0.65% for interest income on the interest rate swaps.
For the nine months ended September 26, 2026, the effective interest rate on borrowings under the combination of the Prior Term Loans from January 1, 2026 to June 22, 2026 and the Term Loans from June 23, 2026 to September 26, 2026, including the impact of an interest rate hedge, was 5.68%. The effective interest rate is comprised of 6.07% for interest and 0.23% for financing costs, partially offset by 0.62% for interest income on the interest rate swaps.
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Covenant Compliance
The Credit Agreement contains customary collateral requirements, restrictions, and covenants, including restrictions on indebtedness, liens, dividends, distributions, acquisitions, investments, sale or transfer of assets and transactions with affiliates. The Credit Agreement also contains, for the benefit of the Revolving Facility only, covenants to maintain a maximum total leverage ratio and a minimum net interest coverage ratio. The Credit Agreement further contains customary events of default, including a change of control. As of September 26, 2026, the Company was in compliance with all covenants under the Credit Agreement. Refer to Note 7. “Long-Term Debt, Net” of Notes to unaudited condensed consolidated financial statements for further information on the terms of the Credit Facilities.
We also have a revolving credit facility for our Spain subsidiary in the amount of €0.5 million as a local source of liquidity. As of September 26, 2026, the Spain revolving facility balance was zero with a borrowing availability of €0.5 million.
Sources and Uses of Cash
Following is a summary of our cash flows from operating, investing, and financing activities:
| (Dollars in thousands) | Nine Months Ended | |||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 225,455 | $ | 282,977 | ||||||||||
| Net cash used in investing activities | (196,770) | (41,051) | ||||||||||||
| Net cash used in financing activities | (121,476) | (10,920) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (607) | 1,089 | ||||||||||||
| Change in cash and cash equivalents | $ | (93,398) | $ | 232,095 | ||||||||||
Net cash provided by operating activities
Net cash provided by operating activities decreased to $225.5 million for the nine months ended September 26, 2026 from $283.0 million for the nine months ended September 27, 2025, a decrease of $57.5 million, or 20.3%. The decline in net cash provided by operating activities primarily reflected the timing of cash collections and inventory purchases, as well as higher incremental payments for accrued customer rebates and incentive plans, partially offset by increased net income.
Net cash used in investing activities
Net cash used in investing activities was $196.8 million for the nine months ended September 26, 2026 compared to net cash used in investing activities of $41.1 million for the nine months ended September 27, 2025, an increase of $155.7 million, or 379.3%. The increase in net cash used in investing activities was primarily driven by the net purchases of short-term investments.
Net cash used in financing activities
Net cash used in financing activities was $121.5 million for the nine months ended September 26, 2026 compared to net cash used in financing activities of $10.9 million for the nine months ended September 27, 2025, an increase of $110.6 million, or 1012.4%. The increase in net cash used in financing activities was driven by increased purchases of common stock and debt issuance costs related to the entry into the Credit Agreement during June 2026.
Off-Balance Sheet Arrangements
As of September 26, 2026 and December 31, 2025, we had an aggregate of $3.3 million and $3.9 million, respectively, of outstanding letters of credit on our Revolving Facility and Prior ABL Facility.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. The estimates that require management’s most difficult, subjective or complex judgments are described in Part II, Item 7, under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K, which section is incorporated herein by reference. There have been no material changes to our critical accounting estimates during the nine months ended September 26, 2026.
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Recently Issued Accounting Standards
See Note 2. "Significant Accounting Policies" of Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments. We are exposed to various market risks, including changes in interest rates and foreign currency rates. Periodically, we use derivative financial instruments to manage or reduce the impact of changes in interest rates and foreign currency rates. Counterparties to all derivative contracts are major financial institutions. All instruments are entered into for other than trading purposes.
There have been no material changes in the currency fluctuation risk and interest rate risk during the nine months ended September 26, 2026 from what we reported in our Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 26, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended September 26, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - Other Information | ||
ITEM 1. LEGAL PROCEEDINGS
In addition to the matters discussed in this report and in the notes to our unaudited condensed consolidated financial statements, from time to time, we are subject to, and are presently involved in, other litigation and legal proceedings arising in the ordinary course of business. These proceedings may relate to commercial or contractual disputes with suppliers, customers or parties to acquisitions and divestitures, intellectual property matters, product liability, the use or installation of our products, consumer matters, employment and labor matters, and environmental, safety and health matters, including claims based on alleged exposure to asbestos-containing product components. Where appropriate, these matters have been submitted to the Company’s insurance carriers. While the outcome of such matters cannot be predicted with certainty, we do not currently believe that the resolution of such other litigation and legal proceedings will have a material adverse effect on our business, financial condition, results of operations or cash flows.
On August 2, 2023, a securities class action complaint was filed in the United States District Court for the District of New Jersey against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) as well as MSD Partners, L.P. and CCMP Capital Advisors, LP, on behalf of a putative class of stockholders who acquired shares of the Company's common stock between March 2, 2022 and July 27, 2022. That action is captioned City of Southfield Fire and Police Retirement System vs. Hayward Holdings, Inc., et al., 2:23-cv-04146-WJM-ESK (D.N.J.) (“City of Southfield”). On September 28, 2023, a second, related securities class action complaint was filed in the same court against the Company and certain of its current directors and officers (Kevin Holleran and Eifion Jones) as well as MSD Partners, L.P. and CCMP Capital Advisors, LP, on behalf of a putative class of stockholders who acquired shares of the Company's common stock between October 27, 2021 and July 28, 2022. That action is captioned Erie County Employees’ Retirement System vs. Hayward Holdings, Inc., et al., 2:23-cv-04146-WJM-ESK (D.N.J.) (“Erie County”). On December 19, 2023, the Court issued a ruling consolidating the two securities class actions (City of Southfield and Erie County) under the City of Southfield docket (the “Securities Class Action”) and appointing a lead plaintiff. In a consolidated class action complaint filed on March 4, 2024, the lead plaintiff alleged on behalf of a putative class of stockholders who acquired shares of the Company's common stock between October 27, 2021 and July 28, 2022, among other things, that the Company, Kevin Holleran, and Eifion Jones violated Sections 10(b) and 20(a) of the Exchange Act by, among other things, making materially false or misleading statements regarding inventory, growth and demand trends and the Company’s financial projections for 2022. On October 2, 2024, the Court issued an Opinion and Order dismissing the consolidated class action complaint and granting the lead plaintiff leave to file an amended complaint within 30 days. On November 1, 2024, the lead plaintiff filed a consolidated amended class action complaint asserting substantially similar allegations as in the consolidated class action complaint, but adding additional defendants affiliated with MSD Partners, L.P. and CCMP Capital Advisors, LP. On December 18, 2024, the Company and all other defendants moved to dismiss the consolidated amended class action complaint. On June 4, 2025, the Court issued an Opinion and Order granting in part and denying in part the motion to dismiss. The Court thereafter ordered the parties to mediation. On November 20, 2025, the parties reported to the Court that they had reached a settlement in principle, which is subject to Court approval. On February 28, 2026, the Court granted preliminary approval of settlement. On July 28, 2026, the Court ordered final approval of the settlement.
On November 27, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of New Jersey against current and past officers and directors of the Company captioned Heicklen v. Holleran, et al., 2:23-cv-22649 (D.N.J.) (the “Heicklen Action”). On August 28, 2025, a second shareholder derivative lawsuit was filed in the United States District Court for the District of New Jersey against current and past officers and directors of the Company, as well as defendants affiliated with MSD Partners, L.P., CCMP Capital Advisors, LP, and Alberta Investment Management Corporation captioned Hertzog v. Holleran, et al., 2:25-cv-14856 (D.N.J.) (the “Hertzog Action”). On November 18, 2025, a third shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware against certain current and past officers and directors of the Company, as well as defendants affiliated with MSD Partners, L.P. and CCMP Capital Advisors, LP captioned Roberta Tackett, Aqua Palace, LLC and Jennifer Roberts vs. Hayward Holdings, Inc., et. al., C.A. No. 2025-1344 (Del. Ch.) (the “Tackett Action”). On April 9, 2026, a fourth shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware against certain current and past officers and directors of the Company captioned David Aitken vs. Kevin Holleran, et al., C.A. 2026-0472 (Del. Ch.) (the "Aitken Action," and together with the Heicklen, Hertzog, and Tackett Actions, the "Derivative Actions"). The Derivative Actions allege claims for breaches of fiduciary duties to Company stockholders and/or aiding and abetting breaches of fiduciary duties in connection with the claims in the Securities Class Action. The Heicklen Action also alleges claims for unjust enrichment, corporate waste, and violations of Section 10(b) of the Exchange Act. The Hertzog Action also alleges claims for insider trading, corporate waste, and violations of Sections 14(a), 21D, 20(a), and 29(b) of the Exchange Act. The Tackett Action also alleges claims for insider trading and aiding and abetting insider trading. The Aitken Action also alleges claims for unjust enrichment and waste of corporate assets. The plaintiffs in the
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Derivative Actions seek recovery of unspecified compensatory and punitive damages and attorneys' fees and costs, improvements to the Company’s corporate governance and internal procedures, disgorgement, and restitution. The Heicklen and Hertzog Actions are presently stayed. In the Tackett and Aitken Actions, defendants' time to respond to the complaint has not yet commenced.
We dispute the allegations of wrongdoing in the Securities Class Action and the Derivative Actions. In view of the complexity and ongoing and uncertain nature of the outstanding proceedings and inquiries, at this time we are unable to estimate a reasonably possible financial loss or range of financial loss, if any, that we may incur to resolve the Derivative Actions. Additional expenses incurred, if any, related to these cases are subject to insurance recoveries pursuant to the Company’s retention amount with its insurance carriers.
ITEM 1A. RISK FACTORS
An investment in our common stock involves risks. For a detailed discussion of the risks that affect our business please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K. There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On July 28, 2025, the Board of Directors authorized a new share repurchase program (the “Share Repurchase Program”), such that the Company is authorized, commencing at that time, to repurchase from time to time up to an aggregate of $450.0 million of its common stock with such authority expiring on July 28, 2028. Under the Share Repurchase Program, we may purchase shares of our common stock on a discretionary basis from time to time. The Share Repurchase Program is primarily expected to be conducted through privately negotiated transactions, as well as through open market repurchases or other means, including through Rule 10b-18 trading plans or through the use of other techniques such as accelerated share repurchases. The actual timing, number and nature of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The Share Repurchase Program does not require the Company to acquire any number of shares in any specific period or at all and may be amended, suspended or discontinued at any time at our discretion.
The Company repurchased 3.4 million shares of its common stock under the Share Repurchase Program for the three months ended September 26, 2026. As of September 26, 2026, $330.8 million remained available under the current authorization for additional share repurchases.
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| June 28 - August 1, 2026 | 2,107,508 | $ | 16.61 | 2,107,508 | $ | 347.3 | ||||||||||||||||||||
| August 2 - August 29, 2026 | — | — | — | 347.3 | ||||||||||||||||||||||
| August 30 - September 26, 2026 | 1,284,110 | 12.85 | 1,284,110 | $ | 330.8 | |||||||||||||||||||||
| Total | 3,391,618 | $ | 15.18 | 3,391,618 | ||||||||||||||||||||||
(1) | On July 28, 2025, the Board of Directors authorized the Share Repurchase Program, which authorized the repurchase of up to an aggregate of $450.0 million of its common stock with such authority expiring on July 28, 2028. | ||||
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ITEM 5. OTHER INFORMATION
Securities Trading Plans
During the three months ended September 26, 2026, three of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) entered into a contract, instruction, or written plan for the purchase or sale of our securities that is intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to this contract, instruction, or written plan as a “Rule 10b5-1 Trading Plan.”
We describe the material terms of each such Rule 10b5-1 Trading Plan below.
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ITEM 6. EXHIBITS
| Exhibit No. | Description | ||||||||||||||||
| 31.1 | |||||||||||||||||
| 31.2 | |||||||||||||||||
| 32.1 | |||||||||||||||||
| 32.2 | |||||||||||||||||
| 101.INS | Inline XBRL Instance Document. | ||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | ||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101.*) | ||||||||||||||||
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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, thereunto duly authorized.
| HAYWARD HOLDINGS, INC. | ||||||||
Date: October 28, 2026 | By: | /s/ Eifion Jones | ||||||
| Name: | Eifion Jones | |||||||
| Title: | Senior Vice President & Chief Financial Officer | |||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin Holleran, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Hayward Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026 | By: /s/ Kevin Holleran | ||||
Kevin Holleran | |||||
President and Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eifion Jones, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Hayward Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2026 | By: /s/ Eifion Jones | ||||
Eifion Jones | |||||
Senior Vice President and Chief Financial Officer | |||||
(Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Hayward Holdings, Inc. (the “Company”) for the period ended September 26, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Kevin Holleran, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2026 | By: /s/ Kevin Holleran | ||||
Kevin Holleran | |||||
President and Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Hayward Holdings, Inc. (the “Company”) for the period ended September 26, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Eifion Jones, Senior Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2026 | By: /s/ Eifion Jones | ||||
Eifion Jones | |||||
Senior Vice President and Chief Financial Officer | |||||
(Principal Financial Officer) | |||||