Form 8-K

8-K — Hayward Holdings, Inc.

Accession: 0001834622-26-000046

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001834622

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hayw-20260729.htm (Primary)

EX-99.1 (a2026q2991er.htm)

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8-K

8-K (Primary)

Filename: hayw-20260729.htm · Sequence: 1

hayw-20260729

FALSE000183462200018346222026-07-292026-07-29

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

Hayward Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-40208 82-2060643

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1415 Vantage Park Drive

Suite 400 Charlotte, NC 28203

(Address of principal executive offices, including zip code)

(704) 837-8002

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.001 per share HAYW New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Hayward Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months ended June 27, 2026.

A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 2.02 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1

Press Release dated July 29, 2026, announcing the Company’s financial results for the three months ended June 27, 2026.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HAYWARD HOLDINGS, INC.

Date: July 29, 2026

By: /s/ Eifion Jones

Eifion Jones

Senior Vice President and Chief Financial Officer

EX-99.1

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Document

July 29, 2026

Hayward Holdings Reports Second Quarter Fiscal Year 2026 Financial Results and Confirms 2026 Guidance

SECOND QUARTER FISCAL 2026 SUMMARY

•Net Sales increased 6% year-over-year to $318.4 million

•Net Income increased 2% year-over-year to $45.6 million

•Adjusted EBITDA* increased 5% year-over-year to $92.7 million

•Diluted earnings per share (EPS) increased 5% year-over-year to $0.21

•Adjusted diluted EPS* increased 8% year-over-year to $0.26

CHARLOTTE, N.C. -- (BUSINESS WIRE) -- Hayward Holdings, Inc. (NYSE: HAYW) (“Hayward,” the “Company,” “we,” “us,” or “our”), a leading global specialty water management company focused on designing and manufacturing pool and outdoor living technology and industrial flow control products, today announced financial results for the second quarter of fiscal year 2026, ended June 27, 2026. Comparisons are to financial results for the prior-year second fiscal quarter.

CEO COMMENTS

“Hayward delivered a strong second quarter and first half of 2026, reflecting continued disciplined execution and the resilience of our installed base aftermarket business model,” said Kevin Holleran, Hayward’s President and Chief Executive Officer. “Net sales increased 6% year-over-year in the quarter and 9% through the first half, driven by strong price realization and stable volume performance. Solid cash flow generation enabled us to reduce net leverage to 1.5x, the lowest level since the Company’s initial public offering (“IPO”) in 2021, while returning capital to stockholders through share repurchases. During the quarter, we completed a successful debt refinancing to extend maturities, reduce our cost of capital, and further enhance our financial flexibility. With balanced channel inventory levels and increasing traction with our share gain initiatives, we are maintaining our full year guidance. We remain confident in our ability to execute our strategic growth plans, deliver profitable growth, and create long-term stockholder value.”

SECOND QUARTER FISCAL 2026 CONSOLIDATED RESULTS

Net sales increased by 6% to $318.4 million for the second quarter of fiscal 2026. The increase in net sales during the quarter was driven by positive net price to offset inflation and tariffs and the favorable impact from foreign currency translation.

Gross profit increased by 5% to $155.1 million for the second quarter of fiscal 2026. Gross profit margin decreased by 50 basis points to 48.7% primarily due to an increase in cost of sales driven by tariffs and inflation, partially offset by positive net price.

Selling, general, and administrative expense (“SG&A”) increased by 4% to $64.3 million for the second quarter of fiscal 2026. The increase in SG&A was mainly attributable to higher incentive compensation. As a percentage of net sales, SG&A decreased to 20.2% for the second quarter of fiscal 2026 as compared to 20.5% in the prior-year period, a decrease of 30 basis points, as the growth in net sales exceeded the growth in SG&A.

Research, development, and engineering expense (“RD&E”) increased by 25% to $7.7 million for the second quarter of fiscal 2026. RD&E spend continues to be focused on new product development and new product performance improvements. As a percentage of net sales, RD&E increased to 2.4% for the second quarter of fiscal 2026 as compared to 2.0% in the prior-year period, an increase of 40 basis points.

Operating income increased by 6% to $76.0 million for the second quarter of fiscal 2026, due to the aggregated effects of the items described above. Operating income as a percentage of net sales was 23.9% for the second quarter of fiscal 2026, a 10 basis point increase compared to 23.8% in the prior-year period.

Interest expense, net, increased by 24% to $17.0 million for the second quarter of fiscal 2026, primarily due to $5.2 million of debt financing costs from the entry into the Amended and Restated First Lien Credit Agreement on June 23, 2026, partially offset by higher interest income on cash deposits and lower net interest expense on bank debt.

Net income increased by 2% to $45.6 million for the second quarter of fiscal 2026. Net income margin decreased by 70 basis points to 14.3%. Adjusted net income* increased by 11% to $57.8 million for the second quarter of fiscal 2026. Adjusted net income margin* increased by 70 basis points to 18.1%.

Adjusted EBITDA* increased by 5% to $92.7 million for the second quarter of fiscal 2026 compared to $88.2 million in the prior-year period. Adjusted EBITDA margin* decreased by 40 basis points to 29.1%.

Diluted EPS increased by 5% to $0.21 for the second quarter of fiscal 2026. Adjusted diluted EPS* increased by 8% to $0.26 for the second quarter of fiscal 2026.

SECOND QUARTER FISCAL 2026 SEGMENT RESULTS

North America (“NAM”)

Net sales increased by 9% to $277.7 million for the second quarter of fiscal 2026. The increase was driven by positive net price to offset inflation and tariffs and an increase in volume.

Segment income increased by 8% to $90.2 million for the second quarter of fiscal 2026. Adjusted segment income* increased by 9% to $97.1 million.

Europe & Rest of World (“E&RW”)

Net sales decreased by 8% to $40.7 million for the second quarter of fiscal 2026. The decrease was primarily due to a decline in volume, partially offset by the favorable impact of foreign currency translation and positive net price. The decrease in volume was driven by the impact of geopolitical conflicts in the Middle East.

Segment income decreased by 13% to $6.6 million for the second quarter of fiscal 2026. Adjusted segment income* decreased by 8% to $7.4 million.

BALANCE SHEET AND CASH FLOW

As of June 27, 2026, Hayward had cash and cash equivalents of $304.1 million, short-term investments of $179.3 million and $425.6 million available for future borrowings under its revolving credit facilities. Net cash provided by operating activities for the six months ended June 27, 2026 decreased by $16.8 million from the six months ended June 28, 2025. The decrease in net cash provided by operating activities was primarily driven by higher incremental payments for accrued expenses, mainly customer rebates and incentive plans, partially offset by an increase in net income.

OUTLOOK

Hayward is reaffirming its full year 2026 guidance reflecting continued sales and earnings growth driven by solid execution across the organization, positive price realization and continued technology adoption. For Fiscal Year 2026, Hayward continues to expect net sales to increase approximately 5% from Fiscal Year 2025 and adjusted diluted earnings per share* of $0.84 to $0.87, an increase of approximately 9% to 13% from Fiscal Year 2025.

Hayward is excited about the long-term dynamics of the pool industry. The installed base of pools increases every year, providing continued growth opportunities, and the Company benefits from favorable secular demand trends in outdoor living, sunbelt migration, and technology adoption. Hayward continues to leverage its competitive advantages and drive increasing adoption of its leading SmartPad™ pool equipment products both in new construction and the aftermarket, which represents approximately 85% of North America residential pool net sales. Hayward is confident in its long-term outlook for profitable growth and robust cash flow generation, driven by its technology leadership, operational excellence, strong brand and installed base, and multi-channel capabilities.

Please see the Forward-Looking Statements section of this release for a discussion of certain risks relevant to Hayward’s outlook.

CONFERENCE CALL INFORMATION

Hayward will hold a conference call to discuss the results today, July 29, 2026 at 9:00 a.m. (ET).

Interested investors and other parties can listen to a webcast of the live conference call by logging on to the Investor Relations section of the Company’s website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to the Investor Relations section of the Company’s website prior to the conference call.

The conference call can also be accessed by dialing (877) 423-9813 or (201) 689-8573.

For those unable to listen to the live conference call, a replay will be available approximately three hours after the call through the archived webcast on the Hayward website or by dialing (844) 512-2921 or (412) 317-6671. The access code for the replay is 13761599. The replay will be available until 11:59 p.m. Eastern Time on August 12, 2026.

ABOUT HAYWARD HOLDINGS, INC.

Hayward Holdings, Inc. (NYSE: HAYW) is a leading global specialty water management company focused on designing and manufacturing pool and outdoor living technology and industrial flow control products. Driven by a mission to transform the experience of water, Hayward offers a comprehensive portfolio of energy‑efficient and sustainable pool equipment—including pumps, heaters, sanitizers, filters, LED lighting, water features, and cleaners—integrated through its intuitive, IoT‑enabled SmartPad™ platform. The Company also provides industrial thermoplastic valves and process control products serving a wide range of applications.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This earnings release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) and rules and regulations of the Securities and Exchange Commission (“SEC”). Forward-looking statements include, without limitation, statements regarding our plans, strategies, objectives, expectations, intentions, outlook, expenditures, guidance, targets, and assumptions, as well as other statements that are not historical facts. Forward-looking statements are based on management’s current beliefs, assumptions, expectations, and information available at the time the statements are made. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are made in reliance upon the safe harbor provisions of the Act. However, forward-looking statements are subject to risks, uncertainties, and other factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update, revise, or correct any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable federal securities laws. Forward-looking statements should be read in conjunction with the risk factors and other cautionary statements, including those described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and other filings with the SEC.

Important factors that could cause actual results to differ materially include, but are not limited to, 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, 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 described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025.

Many of these factors are beyond our control. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results, performance, or achievements may differ materially from those expressed or implied by forward-looking statements in this earnings release. The forward-looking statements included in this earnings release speak only as of the date of this release.

*NON-GAAP FINANCIAL MEASURES

This earnings release includes certain financial measures not presented in accordance with the generally accepted accounting principles in the United States (“GAAP”), including adjusted net income, adjusted net income margin, adjusted basic EPS, adjusted diluted EPS, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income and adjusted segment income margin. These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Hayward believes these non-GAAP measures provide analysts, investors and other interested parties with additional insight into the underlying trends of its business and assist these parties in analyzing the Company’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its 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 measures should not be considered in isolation or as an alternative to net income, segment income or other measures of profitability, performance or financial condition under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of historical non-GAAP measures to the most directly comparable GAAP measures.

Reconciliation of full fiscal year 2026 adjusted diluted earnings per share outlook to diluted earnings per share is not being provided, as Hayward does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. The outlook for adjusted diluted earnings per share for full year 2026 is calculated in a manner consistent with the historical presentation of these measures, as shown in the appendix.

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share data)

June 27, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 304,117 $ 329,648

Short-term investments 179,263 69,462

Accounts receivable, net of allowances of $1,579 and $1,931, respectively

158,523 280,161

Inventories, net 234,742 210,739

Prepaid expenses 19,462 19,500

Income tax receivable — 656

Other current assets 36,682 41,080

Total current assets 932,789 951,246

Property, plant, and equipment, net of accumulated depreciation of $135,034 and $125,807, respectively

170,498 164,560

Goodwill 948,166 951,197

Trademark 736,000 736,000

Customer relationships, net 167,531 178,126

Other intangibles, net 82,884 88,899

Other non-current assets 79,939 80,956

Total assets $ 3,117,807 $ 3,150,984

Liabilities and Stockholders’ Equity

Current liabilities

Current portion of long-term debt $ 10,811 $ 13,261

Accounts payable 92,216 77,007

Accrued expenses and other liabilities 170,727 224,222

Income taxes payable 6,590 8,754

Total current liabilities 280,344 323,244

Long-term debt, net 945,613 943,547

Deferred tax liabilities, net 227,206 227,449

Other non-current liabilities 62,607 63,736

Total liabilities 1,515,770 1,557,976

Stockholders’ equity

Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of June 27, 2026 and December 31, 2025

— —

Common stock $0.001 par value, 750,000,000 authorized; 247,388,625 issued and 214,050,440 outstanding at June 27, 2026; 246,272,783 issued and 217,356,414 outstanding at December 31, 2025

248 247

Additional paid-in capital 1,118,836 1,109,522

Common stock in treasury; 33,338,185 and 28,916,369 at June 27, 2026 and December 31, 2025, respectively

(429,218) (363,182)

Retained earnings 920,110 851,134

Accumulated other comprehensive loss

(7,939) (4,713)

Total stockholders’ equity

1,602,037 1,593,008

Total liabilities and stockholders’ equity

$ 3,117,807 $ 3,150,984

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net sales $ 318,378 $ 299,603 $ 573,594 $ 528,444

Cost of sales 163,327 152,149 299,842 275,737

Gross profit 155,051 147,454 273,752 252,707

Selling, general and administrative expense 64,271 61,508 126,857 118,503

Research, development and engineering expense 7,672 6,128 14,428 12,114

Acquisition and restructuring related expense 748 1,565 1,253 3,491

Amortization of intangible assets 6,361 6,870 12,727 13,705

Operating income 75,999 71,383 118,487 104,894

Interest expense, net 16,981 13,650 28,488 27,301

Loss on debt extinguishment 1,836 — 2,037 —

Other income, net (2,079) (1,706) (1,413) (527)

Total other expense 16,738 11,944 29,112 26,774

Income from operations before income taxes 59,261 59,439 89,375 78,120

Provision for income taxes 13,644 14,640 20,399 18,988

Net income $ 45,617 $ 44,799 $ 68,976 $ 59,132

Earnings per share

Basic $ 0.21 $ 0.21 $ 0.32 $ 0.27

Diluted $ 0.21 $ 0.20 $ 0.31 $ 0.27

Weighted average common shares outstanding

Basic 216,352,470 216,382,177 216,844,828 216,175,618

Diluted 220,806,675 221,834,188 221,606,626 221,856,056

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

Six Months Ended

June 27, 2026 June 28, 2025

Cash flows from operating activities

Net income $ 68,976 $ 59,132

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation 11,862 11,517

Amortization of intangible assets 16,428 17,166

Amortization of deferred debt issuance fees 1,714 1,880

Stock-based compensation 7,595 6,317

Deferred income taxes (benefit) (937) (3,008)

Allowance for credit losses (318) 2

Loss on debt extinguishment 1,836 —

Loss on sale/disposal of property, plant and equipment 972 206

Other non-cash items (1,092) —

Changes in operating assets and liabilities

Accounts receivable 120,142 114,267

Inventories (25,232) (6,098)

Other current and non-current assets 7,328 6,176

Accounts payable 15,333 (8,321)

Accrued expenses and other liabilities (53,044) (10,874)

Net cash provided by operating activities 171,563 188,362

Cash flows from investing activities

Purchases of property, plant, and equipment (17,438) (12,423)

Software development costs (449) (1,159)

Purchases of short-term investments (188,835) —

Proceeds from short-term investments 80,000 —

Net cash used in investing activities (126,722) (13,582)

Cash flows from financing activities

Proceeds from issuance of long-term debt 354,603 —

Payments of long-term debt (353,092) (3,831)

Payments of short-term notes payable — (2,169)

Debt issuance costs (5,635) (1,143)

Purchase of common stock (64,316) —

Proceeds from issuance of common stock 1,720 1,100

Taxes paid for net share settlement of equity awards (1,720) (1,073)

Other, net (1,083) (936)

Net cash used in financing activities (69,523) (8,052)

Effect of exchange rate changes on cash and cash equivalents (849) 1,734

Change in cash and cash equivalents (25,531) 168,462

Cash and cash equivalents, beginning of period 329,648 196,589

Cash and cash equivalents, end of period $ 304,117 $ 365,051

Supplemental disclosures of cash flow information:

Cash paid-interest $ 32,942 $ 25,230

Cash paid-income taxes, net of refunds 21,889 9,591

Non-cash investing and financing activities:

Accrued and unpaid purchases of property, plant, and equipment

$ 2,194 $ 927

Equipment financed under finance leases 631 344

Refinancing of long-term debt 605,397 —

Reconciliations

Consolidated Reconciliations

Net Income and Net Income Margin to Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (Non-GAAP)

Following is a reconciliation from net income and net income margin to adjusted EBITDA and adjusted EBITDA margin:

(Dollars in thousands) Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income $ 45,617 $ 44,799 $ 68,976 $ 59,132

Depreciation 5,913 5,254 11,862 11,517

Amortization 8,247 8,631 16,428 17,166

Interest expense, net 16,981 13,650 28,488 27,301

Income taxes 13,644 14,640 20,399 18,988

Loss on debt extinguishment 1,836 — 2,037 —

EBITDA 92,238 86,974 148,190 134,104

Stock-based compensation (a)

— 11 — 57

Currency exchange items (b)

(505) 778 (581) 772

Acquisition and restructuring related expense, net (c)

748 1,565 1,253 3,491

Other (d)

234 (1,092) 234 (1,086)

Total Adjustments 477 1,262 906 3,234

Adjusted EBITDA $ 92,715 $ 88,236 $ 149,096 $ 137,338

Net income margin 14.3 % 15.0 % 12.0 % 11.2 %

Adjusted EBITDA margin 29.1 % 29.5 % 26.0 % 26.0 %

(a)

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.

(b)

Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts.

(c)

Adjustments in the three months ended June 27, 2026 were primarily driven by $0.8 million of costs related to a restructuring action in E&RW.

Adjustments in the three months ended June 28, 2025 were primarily driven by $1.5 million of transaction and integration costs associated with the acquisition of ChlorKing and $0.2 million of termination benefits related to a reduction-in-force within E&RW, 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.

Adjustments in the six months ended June 27, 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.

Adjustments in the six months ended June 28, 2025 were primarily driven by $3.3 million of transaction and integration costs associated with the acquisition of the ChlorKing business, $0.2 million of separation costs for the consolidation of operations in North America and $0.2 million of termination benefits related to a reduction-in-force within E&RW, 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.

(d) Adjustments in the three and six months ended June 27, 2026 primarily included $0.2 million of non-recurring transition costs related to the restructuring in E&RW.

Adjustments in the three and six months ended June 28, 2025 primarily included $1.1 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

Following is a reconciliation from net income and net income margin to adjusted EBITDA and adjusted EBITDA margin for the last 12 months:

(Dollars in thousands)

Last Twelve Months(e)

Fiscal Year

June 27, 2026 December 31, 2025

Net income $ 161,414 $ 151,570

Depreciation 23,180 22,835

Amortization 33,713 34,451

Interest expense, net 51,469 50,282

Income taxes 34,478 33,067

Loss on debt extinguishment 2,037 —

EBITDA 306,291 292,205

Stock-based compensation (a)

— 57

Currency exchange items (b)

(1,274) 79

Acquisition and restructuring related expense, net (c)

1,648 3,886

Other (d)

4,372 3,052

Total Adjustments 4,746 7,074

Adjusted EBITDA $ 311,037 $ 299,279

Net income margin 13.8 % 13.5 %

Adjusted EBITDA margin 26.6 % 26.7 %

(a)

(b)

Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts.

(c)

Adjustments in the last 12 months ended June 27, 2026 were primarily driven by $1.1 million of costs related to restructuring actions in E&RW and $0.5 million of termination benefits associated with the restructuring of several teams.

Adjustments in the year ended December 31, 2025 were primarily driven by $3.1 million of compensation expenses for the retention of key employees acquired in the ChlorKing acquisition. Pursuant to the ChlorKing acquisition agreement, the full amount held in escrow was released to the specified key employees if such employees were employed by Hayward on the one-year anniversary of the acquisition. These payments were contingent on continued employment and were not dependent on the achievement of any metric or performance measure. The retention costs were recognized over the 12-month period from the date of acquisition. Other adjustments for the year ended December 31, 2025 included $0.4 million of costs related to restructuring actions in E&RW, $0.3 million of separation costs for the consolidation of operations in North America and $0.2 million of other acquisition and integration costs, partially offset by a reduction in expense of $0.2 million to finalize the relocation of the Company's corporate office functions to Charlotte, North Carolina from Berkeley Heights, New Jersey.

(d)

Adjustments in the last 12 months ended June 27, 2026 were primarily driven by $4.3 million for the settlement of the securities class action litigation. Expenses beyond the $4.3 million related to this case are subject to insurance recoveries pursuant to the Company’s retention amount with its insurance carriers. Other adjustments included $0.2 million of non-recurring transition costs related to the restructuring in E&RW, offset by $0.2 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

Adjustments in the year ended December 31, 2025 were primarily driven by $4.3 million for the settlement of the securities class action litigation as discussed above, partially offset by $1.3 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

(e)

Items for the last 12 months ended June 27, 2026 were calculated by adding the items for the six months ended June 27, 2026 plus fiscal year ended December 31, 2025 and subtracting the items for the six months ended June 28, 2025.

Net Income, Net Income Margin and Diluted EPS to Adjusted Net Income, Adjusted Net Income Margin and Adjusted EPS Reconciliations (Non-GAAP)

Following is a reconciliation of net income and net income margin to adjusted net income and adjusted net income margin, and a reconciliation of earnings per share to adjusted earnings per share:

(Dollars in thousands, except per share data) Three Months Ended Six Months Ended

June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025

Net income $ 45,617 $ 44,799 $ 68,976 $ 59,132

Tax adjustments (a)

18 (9) (258) (192)

Other adjustments and amortization:

Stock-based compensation (b)

— 11 — 57

Currency exchange items (c)

(505) 778 (581) 772

Acquisition and restructuring related expense, net (d)

748 1,565 1,253 3,491

Other (e)

234 (1,092) 234 (1,086)

Total other adjustments 477 1,262 906 3,234

Loss on debt extinguishment 1,836 — 2,037 —

Amortization 8,247 8,631 16,428 17,166

Debt refinancing fees (f)

5,186 — 5,186 —

Tax effect (g)

(3,621) (2,438) (5,676) (5,008)

Adjusted net income $ 57,760 $ 52,245 $ 87,599 $ 74,332

Net income margin 14.3 % 15.0 % 12.0 % 11.2 %

Adjusted net income margin 18.1 % 17.4 % 15.3 % 14.1 %

Weighted average number of common shares outstanding, basic 216,352,470 216,382,177 216,844,828 216,175,618

Weighted average number of common shares outstanding, diluted 220,806,675 221,834,188 221,606,626 221,856,056

Basic EPS $ 0.21 $ 0.21 $ 0.32 $ 0.27

Diluted EPS $ 0.21 $ 0.20 $ 0.31 $ 0.27

Adjusted basic EPS $ 0.27 $ 0.24 $ 0.40 $ 0.34

Adjusted diluted EPS $ 0.26 $ 0.24 $ 0.40 $ 0.34

(a) Tax adjustments for the three and six months ended June 27, 2026 reflected a normalized tax rate of 23.0% and 23.1%, respectively, compared to the Company’s effective tax rate of 23.0% and 22.8%, respectively. The Company’s effective tax rate for the three and six months ended June 27, 2026 approximated the normalized tax rate as the net impact of discrete tax items was not significant. Tax adjustments for the three and six months ended June 28, 2025 reflect a normalized tax rate of 24.6% and 24.6% compared to the Company's effective tax rate of 24.6% and 24.3%, respectively. The Company’s effective tax rate for the three and six months ended June 28, 2025 primarily included the tax benefits resulting from stock-based compensation.

(b)

(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 June 27, 2026 were primarily driven by $0.8 million of costs related to a restructuring action in E&RW.

(e) Adjustments in the three and six months ended June 27, 2026 primarily included $0.2 million of non-recurring transition costs related to the restructuring in E&RW.

(f) 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.

(g)

The tax effect represented the immediately preceding adjustments at the normalized tax rates as discussed in footnote (a) above.

Reconciliation of Net Debt to Net Leverage (Non-GAAP)

Following is a reconciliation of Net Leverage, defined as total debt less cash and cash equivalents and short-term investments divided by the sum of the last twelve months adjusted EBITDA:

(Dollars in thousands) June 27, 2026 December 31, 2025

Term Facility, due June 23, 2033 $ 960,000 $ 955,000

Other bank debt 1,317 4,826

Finance lease obligations 3,904 3,639

Total Debt $ 965,221 $ 963,465

Cash and cash equivalents 304,117 329,648

Short-term investments 179,263 69,462

Net Debt $ 481,841 $ 564,355

Adjusted EBITDA 311,037 299,279

Net Leverage 1.5 1.9

Segment Reconciliations

Following is a reconciliation from segment income and segment income margin to adjusted segment income and adjusted segment income margin for the NAM and E&RW segments:

(Dollars in thousands) Three Months Ended Three Months Ended

June 27, 2026 June 28, 2025

NAM E&RW NAM E&RW

Segment income $ 90,214 $ 6,640 $ 83,374 $ 7,589

Depreciation 4,994 491 4,448 439

Amortization 1,885 — 1,761 —

Other (a)

— 234 (513) —

Total adjustments 6,879 725 5,696 439

Adjusted segment income $ 97,093 $ 7,365 $ 89,070 $ 8,028

Segment income margin 32.5 % 16.3 % 32.7 % 17.1 %

Adjusted segment income margin 35.0 % 18.1 % 34.9 % 18.1 %

(a)

Adjustments in the three months ended June 27, 2026 for E&RW primarily included $0.2 million for non-recurring transition costs related to the restructuring in E&RW.

Adjustments in the three months ended June 28, 2025 for NAM primarily included $0.5 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

(Dollars in thousands) Six Months Ended Six Months Ended

June 27, 2026 June 28, 2025

NAM E&RW NAM E&RW

Segment income $ 140,720 $ 14,923 $ 126,828 $ 14,127

Depreciation 10,007 999 9,948 853

Amortization 3,701 — 3,461 —

Other (a)

— 234 (510) —

Total adjustments 13,708 1,233 12,899 853

Adjusted segment income

$ 154,428 $ 16,156 $ 139,727 $ 14,980

Segment income margin 28.9 % 17.3 % 28.7 % 16.4 %

Adjusted segment income margin

31.7 % 18.8 % 31.6 % 17.4 %

(a)

Adjustments in the six months ended June 27, 2026 for E&RW primarily included $0.2 million of non-recurring transition costs related to the restructuring in E&RW.

Adjustments in the six months ended June 28, 2025 for NAM primarily included $0.5 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

CONTACTS

Investor Relations:

Kevin Maczka

investor.relations@hayward.com

Media Relations:

Misty Zelent

mzelent@hayward.com

Source: Hayward Holdings, Inc.

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