Form 8-K

8-K — Hayward Holdings, Inc.

Accession: 0001834622-26-000054

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001834622

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hayw-20261028.htm (Primary)

EX-99.1 (a2026q3991er.htm)

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8-K

8-K (Primary)

Filename: hayw-20261028.htm · Sequence: 1

hayw-20261028

FALSE000183462200018346222026-10-282026-10-28

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): October 28, 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 October 28, 2026, Hayward Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months ended September 26, 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 October 28, 2026, announcing the Company’s financial results for the three months ended September 26, 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: October 28, 2026

By: /s/ Eifion Jones

Eifion Jones

Senior Vice President and Chief Financial Officer

EX-99.1

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Document

October 28, 2026

Hayward Holdings Reports Third Quarter Fiscal Year 2026 Financial Results and Increases 2026 Guidance

THIRD QUARTER FISCAL 2026 SUMMARY

•Net Sales increased 6% year-over-year to $260.1 million

•Net Income increased 35% year-over-year to $32.4 million

•Adjusted EBITDA* increased 9% year-over-year to $64.5 million

•Diluted earnings per share (EPS) increased 36% year-over-year to $0.15

•Adjusted diluted EPS* increased 29% year-over-year to $0.18

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 third quarter of fiscal year 2026, ended September 26, 2026. Comparisons are to financial results for the prior-year third fiscal quarter.

CEO COMMENTS

“Hayward delivered another solid quarter, reflecting 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 8% year-to-date, driven by favorable price realization and higher volumes. Data from our primary U.S. channel partners indicated strong demand for Hayward products, continued market share gains, and balanced channel inventories. Our early buy program for the 2027 pool season is progressing well, with orders ahead of the prior year in North America. We further expanded margins and delivered double-digit earnings growth despite ongoing inflationary pressures. At the same time, we maintained net leverage at 1.5x, the lowest level since our 2021 initial public offering, while increasing capital returns through share repurchases. Our strong year-to-date performance and confidence in continued execution support our increased full year guidance. We remain focused on advancing our strategic growth initiatives and creating long-term stockholder value.”

THIRD QUARTER FISCAL 2026 CONSOLIDATED RESULTS

Net sales increased by 6% to $260.1 million for the third quarter of fiscal 2026. The increase in net sales during the quarter was driven by positive net price to offset inflation and tariffs and modest volume growth.

Gross profit increased by 7% to $124.7 million for the third quarter of fiscal 2026. Gross profit margin increased by 10 basis points to 47.9% primarily due to a greater contribution from North America relative to Europe & Rest of World. Gross profit margin declined modestly in both segments as inflationary pressures slightly exceeded the benefits of pricing initiatives.

Selling, general, and administrative expense (“SG&A”) decreased by 3% to $59.4 million for the third quarter of fiscal 2026. The decrease in SG&A was 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 third quarter of fiscal 2026 as compared to 25.1% in the prior-year period, a decrease of 220 basis points.

Research, development, and engineering expense (“RD&E”) increased by 21% to $8.6 million for the third quarter of fiscal 2026. The increase was 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 third quarter of fiscal 2026 as compared to 2.9% in the prior-year period, an increase of 40 basis points.

Operating income increased by 22% to $50.2 million for the third quarter of fiscal 2026, due to the aggregated effects of the items described above. Operating income as a percentage of net sales was 19.3% for the third quarter of fiscal 2026, a 250 basis point increase compared to 16.8% in the prior-year period.

Interest expense, net, decreased by 30% to $7.9 million for the third quarter of fiscal 2026, primarily due to lower interest rates on bank debt and increased interest income on cash deposits and short-term investments.

Net income increased by 35% to $32.4 million for the third quarter of fiscal 2026. Net income margin increased by 270 basis points to 12.5%. Adjusted net income* increased by 23% to $39.1 million for the third quarter of fiscal 2026. Adjusted net income margin* increased by 200 basis points to 15.0%.

Adjusted EBITDA* increased by 9% to $64.5 million for the third quarter of fiscal 2026 compared to $59.1 million in the prior-year period. Adjusted EBITDA margin* expanded by 60 basis points to 24.8%.

Diluted EPS increased by 36% to $0.15 for the third quarter of fiscal 2026. Adjusted diluted EPS* increased by 29% to $0.18 for the third quarter of fiscal 2026.

THIRD QUARTER FISCAL 2026 SEGMENT RESULTS

North America (“NAM”)

Net sales rose 9% to $226.4 million in the third quarter of fiscal 2026, primarily due to favorable net pricing that offset inflation and tariffs, along with higher volume.

Segment income increased by 12% to $61.8 million for the third quarter of fiscal 2026. Adjusted segment income* increased by 11% to $68.8 million.

Europe & Rest of World (“E&RW”)

Net sales declined 6% to $33.8 million for the third quarter of fiscal 2026, primarily due to lower volume resulting from geopolitical conflicts in the Middle East and a modest decrease in net price.

Segment income decreased by 8% to $5.7 million for the third quarter of fiscal 2026. Adjusted segment income* decreased by 4% to $6.4 million.

BALANCE SHEET AND CASH FLOW

As of September 26, 2026, Hayward had cash and cash equivalents of $236.3 million, short-term investments of $239.2 million and $422.3 million available for future borrowings under its revolving credit facilities. Net cash provided by operating activities for the nine months ended September 26, 2026 decreased by $57.5 million from the nine months ended September 27, 2025. 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.

OUTLOOK

Hayward is increasing its full year 2026 guidance reflecting sales and earnings growth driven by solid execution across the organization, positive price realization and continued technology adoption. For Fiscal Year 2026, Hayward now expects net sales to increase approximately 5% to 6% from Fiscal Year 2025, compared to our prior guidance of approximately 5%. We now expect adjusted diluted earnings per share* of $0.86 to $0.88, an increase of approximately 12% to 14% from Fiscal Year 2025, compared to our prior guidance of $0.84 to $0.87.

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, October 28, 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 13762887. The replay will be available until 11:59 p.m. Eastern Time on November 11, 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)

September 26, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 236,250 $ 329,648

Short-term investments 239,186 69,462

Accounts receivable, net of allowances of $1,456 and $1,931, respectively

138,940 280,161

Inventories, net 245,493 210,739

Prepaid expenses 16,831 19,500

Income tax receivable — 656

Other current assets 31,598 41,080

Total current assets 908,298 951,246

Property, plant, and equipment, net of accumulated depreciation of $140,079 and $125,807, respectively

172,292 164,560

Goodwill 948,466 951,197

Trademark 736,000 736,000

Customer relationships, net 162,652 178,126

Other intangibles, net 80,202 88,899

Other non-current assets 88,685 80,956

Total assets $ 3,096,595 $ 3,150,984

Liabilities and Stockholders’ Equity

Current liabilities

Current portion of long-term debt $ 10,840 $ 13,261

Accounts payable 76,449 77,007

Accrued expenses and other liabilities 181,437 224,222

Income taxes payable 4,280 8,754

Total current liabilities 273,006 323,244

Long-term debt, net 945,554 943,547

Deferred tax liabilities, net 225,643 227,449

Other non-current liabilities 64,286 63,736

Total liabilities 1,508,489 1,557,976

Stockholders’ equity

Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of September 26, 2026 and December 31, 2025

— —

Common stock $0.001 par value, 750,000,000 authorized; 247,732,447 issued and 211,002,644 outstanding at September 26, 2026; 246,272,783 issued and 217,356,414 outstanding at December 31, 2025

248 247

Additional paid-in capital 1,123,231 1,109,522

Common stock in treasury; 36,729,803 and 28,916,369 at September 26, 2026 and December 31, 2025, respectively

(481,176) (363,182)

Retained earnings 952,529 851,134

Accumulated other comprehensive loss

(6,726) (4,713)

Total stockholders’ equity

1,588,106 1,593,008

Total liabilities and stockholders’ equity

$ 3,096,595 $ 3,150,984

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 $ 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

Earnings per share

Basic $ 0.15 $ 0.11 $ 0.47 $ 0.38

Diluted $ 0.15 $ 0.11 $ 0.46 $ 0.37

Weighted average common shares outstanding

Basic 212,209,178 216,826,626 215,276,635 216,395,032

Diluted 216,531,281 222,420,881 219,897,633 222,074,267

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 $ 101,395 $ 83,160

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

Depreciation 17,915 17,026

Amortization of intangible assets 24,668 25,808

Amortization of deferred debt issuance fees 2,178 2,818

Stock-based compensation 11,466 9,821

Deferred income taxes (benefit) (2,735) 1,949

Allowance for credit losses (485) (1,021)

Loss on debt extinguishment 1,836 —

Loss on sale/disposal of property, plant and equipment 1,144 381

Other non-cash items (2,650) —

Changes in operating assets and liabilities

Accounts receivable 140,160 168,754

Inventories (35,824) (8,064)

Other current and non-current assets 14,245 29,913

Accounts payable (508) (14,002)

Accrued expenses and other liabilities (47,350) (33,566)

Net cash provided by operating activities 225,455 282,977

Cash flows from investing activities

Purchases of property, plant, and equipment (28,345) (19,822)

Software development costs (924) (1,579)

Purchases of short-term investments (362,501) (19,650)

Proceeds from short-term investments 195,000 —

Net cash used in investing activities (196,770) (41,051)

Cash flows from financing activities

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

Payments of long-term debt (353,429) (6,941)

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

Debt issuance costs (6,840) (1,388)

Purchase of common stock (115,313) —

Proceeds from issuance of common stock 2,243 1,729

Taxes paid for net share settlement of equity awards (1,720) (1,141)

Other, net (1,020) (1,010)

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

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

Cash and cash equivalents, end of period $ 236,250 $ 428,684

Supplemental disclosures of cash flow information:

Cash paid-interest $ 39,481 $ 39,892

Cash paid-income taxes, net of refunds 34,718 20,587

Non-cash investing and financing activities:

Accrued and unpaid purchases of property, plant, and equipment

$ 1,867 $ 1,064

Equipment financed under finance leases 631 1,866

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 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.

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(f)

Fiscal Year

September 26, 2026 December 31, 2025

Net income $ 169,805 $ 151,570

Depreciation 23,724 22,835

Amortization 33,311 34,451

Interest expense, net 48,074 50,282

Income taxes 36,022 33,067

EBITDA 310,936 292,205

Loss on debt extinguishment (a)

2,037 —

Stock-based compensation (b)

— 57

Currency exchange items (c)

211 79

Acquisition and restructuring related expense, net (d)

1,380 3,886

Other (e)

1,922 3,052

Total Adjustments 5,550 7,074

Adjusted EBITDA $ 316,486 $ 299,279

Net income margin 14.4 % 13.5 %

Adjusted EBITDA margin 26.8 % 26.7 %

(a)

(b)

(c)

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

(d)

Adjustments in the last 12 months ended September 26, 2026 were primarily driven by $0.8 million of costs related to restructuring actions in E&RW and $0.5 million of termination benefits associated with the restructuring of several teams in NAM.

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.

(e)

Adjustments in the last 12 months ended September 26, 2026 were primarily driven by $1.5 million for the settlement of the securities class action litigation. Expenses beyond the total $4.3 million recognized during Fiscal Year 2025 related to this case were paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers. Other adjustments included $0.4 million of non-recurring transition costs related to the restructuring in E&RW.

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.

(f)

Items for the last 12 months ended September 26, 2026 were calculated by adding the items for the nine months ended September 26, 2026 plus fiscal year ended December 31, 2025 and subtracting the items for the nine months ended September 27, 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 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)

(c)

(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.

(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.

(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.

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) 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

Total Debt $ 964,897 $ 963,465

Cash and cash equivalents 236,250 329,648

Short-term investments 239,186 69,462

Net Debt $ 489,461 $ 564,355

Adjusted EBITDA 316,486 299,279

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

September 26, 2026 September 27, 2025

NAM E&RW NAM E&RW

Segment income $ 61,782 $ 5,733 $ 55,387 $ 6,247

Depreciation 5,140 486 4,675 441

Amortization 1,885 — 1,760 —

Other (a)

— 203 (101) —

Total adjustments 7,025 689 6,334 441

Adjusted segment income $ 68,807 $ 6,422 $ 61,721 $ 6,688

Segment income margin 27.3 % 17.0 % 26.6 % 17.3 %

Adjusted segment income margin 30.4 % 19.0 % 29.6 % 18.5 %

(a)

Adjustments in the three months ended September 26, 2026 for E&RW 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 for NAM primarily included $0.1 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

(Dollars in thousands) Nine Months Ended Nine Months Ended

September 26, 2026 September 27, 2025

NAM E&RW NAM E&RW

Segment income $ 202,502 $ 20,656 $ 182,215 $ 20,374

Depreciation 15,147 1,485 14,623 1,294

Amortization 5,586 — 5,221 —

Other (a)

— 437 (611) —

Total adjustments 20,733 1,922 19,233 1,294

Adjusted segment income

$ 223,235 $ 22,578 $ 201,448 $ 21,668

Segment income margin 28.4 % 17.2 % 28.0 % 16.7 %

Adjusted segment income margin

31.3 % 18.8 % 31.0 % 17.7 %

(a)

Adjustments in the nine months ended September 26, 2026 for E&RW 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 for NAM primarily included $0.6 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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