Form 8-K

8-K — Hayward Holdings, Inc.

Accession: 0001834622-26-000031

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001834622

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hayw-20260429.htm (Primary)

EX-99.1 (a2026q1991er.htm)

GRAPHIC (brand_lockupxsolidxblk002.jpg)

GRAPHIC (hayw-20260429_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hayw-20260429.htm · Sequence: 1

hayw-20260429

FALSE000183462200018346222026-04-292026-04-29

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): April 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 April 29, 2026, Hayward Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months ended March 28, 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 April 29, 2026, announcing the Company’s financial results for the three months ended March 28, 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: April 29, 2026

By: /s/ Eifion Jones

Eifion Jones

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: a2026q1991er.htm · Sequence: 2

Document

April 29, 2026

Hayward Holdings Reports First Quarter Fiscal Year 2026 Financial Results

and Increases Guidance

FIRST QUARTER FISCAL 2026 SUMMARY

•Net Sales increased 12% year-over-year to $255.2 million

•Net Income increased 63% year-over-year to $23.4 million

•Adjusted EBITDA* increased 15% year-over-year to $56.4 million

•Diluted earnings per share (EPS) increased 83% year-over-year to $0.11

•Adjusted diluted EPS* increased 30% year-over-year to $0.13

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 first quarter of fiscal year 2026, ended March 28, 2026. Comparisons are to financial results for the prior-year first fiscal quarter.

CEO COMMENTS

“Hayward delivered an outstanding first quarter highlighted by double-digit net sales growth and increased profitability,” said Kevin Holleran, Hayward’s President and Chief Executive Officer. “Net sales increased 12% year-over-year, primarily driven by further strong price realization and positive volume growth, underscoring the strength of our predominantly installed base aftermarket business model and disciplined execution of our strategic initiatives. We achieved another quarter of margin expansion while making targeted investments in new product innovation and customer service. Based on our strong start to the year, we are increasing our full year guidance and remain confident in our ability to deliver continued profitable growth and stockholder value.”

FIRST QUARTER FISCAL 2026 CONSOLIDATED RESULTS

Net sales increased by 12% to $255.2 million for the first quarter of fiscal 2026. The increase in net sales during the quarter was driven by positive net price to offset inflation and tariffs, the favorable impact from foreign currency translation, and an increase in volume.

Gross profit increased by 13% to $118.7 million for the first quarter of fiscal 2026. Gross profit margin increased by 50 basis points to 46.5% primarily due to positive net price and operating efficiencies, partially offset by an increase in cost of sales driven by tariffs and inflation.

Selling, general, and administrative expense (“SG&A”) increased by 10% to $62.6 million for the first quarter of fiscal 2026. The increase in SG&A was mainly attributable to the timing of certain sales expenses during the year, incremental advertising expense for trade shows and new customers, and increased software costs. As a percentage of net sales, SG&A decreased to 24.5% for the first quarter of fiscal 2026 as compared to 24.9% in the prior-year period, a decrease of 40 basis points, as the growth in net sales exceeded the growth in SG&A.

Research, development, and engineering expense (“RD&E”) increased by 13% to $6.8 million for the first quarter of fiscal 2026. The increase was primarily driven by investments in new product development and new product performance improvements. As a percentage of net sales, RD&E remained relatively consistent as 2.6% for both the first quarters of fiscal 2026 and 2025.

Operating income increased by 27% to $42.5 million for the first quarter of fiscal 2026, due to the aggregated effects of the items described above. Operating income as a percentage of net sales was 16.6% for the first quarter of fiscal 2026, a 200 basis point increase compared to 14.6% in the prior-year period.

Interest expense, net, decreased by 16% to $11.5 million for the first quarter of fiscal 2026, primarily due to higher interest income on cash deposits and decreased net interest expense on bank debt.

Net income increased by 63% to $23.4 million for the first quarter of fiscal 2026. Net income margin increased by 290 basis points to 9.2%. Adjusted net income* increased by 35% to $29.8 million for the first quarter of fiscal 2026. Adjusted net income margin* increased by 200 basis points to 11.7%.

Adjusted EBITDA* increased by 15% to $56.4 million for the first quarter of fiscal 2026 compared to $49.1 million in the prior-year period. Adjusted EBITDA margin* increased by 60 basis points to 22.1%.

Diluted EPS increased by 83% to $0.11 for the first quarter of fiscal 2026. Adjusted diluted EPS* increased by 30% to $0.13 for the first quarter of fiscal 2026.

FIRST QUARTER FISCAL 2026 SEGMENT RESULTS

North America (“NAM”)

Net sales increased by 12% to $209.8 million for the first quarter of fiscal 2026. The increase was driven by positive net price to offset inflation and tariffs, an increase in volume, and the favorable impact from foreign currency translation.

Segment income increased by 16% to $50.5 million for the first quarter of fiscal 2026. Adjusted segment income* increased by 13% to $57.3 million.

Europe & Rest of World (“E&RW”)

Net sales increased by 9% to $45.4 million for the first quarter of fiscal 2026. The increase was primarily due to the favorable impact of foreign currency translation and positive net price, partially offset by a modest decrease in volume.

Segment income increased by 27% to $8.3 million for the first quarter of fiscal 2026. Adjusted segment income* increased by 26% to $8.8 million.

BALANCE SHEET AND CASH FLOW

As of March 28, 2026, Hayward had cash and cash equivalents of $135.8 million, short-term investments of $94.9 million and $186.6 million available for future borrowings under its revolving credit facilities. Net cash used in operating activities for the three months ended March 28, 2026 increased by $144.8 million from the three months ended March 29, 2025. The increase in cash used was primarily driven by higher accounts receivable, largely because there were no sales under the Receivables Purchase Agreement in the current period, whereas the prior year period included the sale of $100.0 million of accounts receivable.

OUTLOOK

Hayward is increasing 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 now expects net sales to increase approximately 5% from Fiscal Year 2025, compared to our prior guidance of approximately 4%. We now expect adjusted diluted earnings per share* of $0.84 to $0.87, an increase of approximately 9% to 13% from Fiscal Year 2025, compared to our prior guidance of $0.82 to $0.86.

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 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, April 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 13759829. The replay will be available until 11:59 p.m. Eastern Time on May 13, 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)

March 28, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 135,794 $ 329,648

Short-term investments 94,935 69,462

Accounts receivable, net of allowances of $1,614 and $1,931, respectively

430,878 280,161

Inventories, net 229,032 210,739

Prepaid expenses 14,702 19,500

Income tax receivable — 656

Other current assets 42,927 41,080

Total current assets 948,268 951,246

Property, plant, and equipment, net of accumulated depreciation of $130,634 and $125,807, respectively

165,466 164,560

Goodwill 949,778 951,197

Trademark 736,000 736,000

Customer relationships, net 172,865 178,126

Other intangibles, net 85,854 88,899

Other non-current assets 77,352 80,956

Total assets $ 3,135,583 $ 3,150,984

Liabilities and Stockholders’ Equity

Current liabilities

Current portion of long-term debt $ 11,053 $ 13,261

Accounts payable 86,097 77,007

Accrued expenses and other liabilities 178,408 224,222

Income taxes payable 15,231 8,754

Total current liabilities 290,789 323,244

Long-term debt, net 942,756 943,547

Deferred tax liabilities, net 227,734 227,449

Other non-current liabilities 62,570 63,736

Total liabilities 1,523,849 1,557,976

Stockholders’ equity

Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of March 28, 2026 and December 31, 2025

— —

Common stock $0.001 par value, 750,000,000 authorized; 246,928,772 issued and 217,662,403 outstanding at March 28, 2026; 246,272,783 issued and 217,356,414 outstanding at December 31, 2025

247 247

Additional paid-in capital 1,113,530 1,109,522

Common stock in treasury; 29,266,369 and 28,916,369 at March 28, 2026 and December 31, 2025, respectively

(370,720) (363,182)

Retained earnings 874,493 851,134

Accumulated other comprehensive loss

(5,816) (4,713)

Total stockholders’ equity

1,611,734 1,593,008

Total liabilities and stockholders’ equity

$ 3,135,583 $ 3,150,984

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Three Months Ended

March 28, 2026 March 29, 2025

Net sales $ 255,216 $ 228,841

Cost of sales 136,515 123,588

Gross profit 118,701 105,253

Selling, general and administrative expense 62,586 56,995

Research, development and engineering expense 6,756 5,986

Acquisition and restructuring related expense 505 1,926

Amortization of intangible assets 6,366 6,835

Operating income 42,488 33,511

Interest expense, net 11,507 13,651

Loss on debt extinguishment 201 —

Other expense, net 666 1,179

Total other expense 12,374 14,830

Income from operations before income taxes 30,114 18,681

Provision for income taxes 6,755 4,348

Net income $ 23,359 $ 14,333

Earnings per share

Basic $ 0.11 $ 0.07

Diluted $ 0.11 $ 0.06

Weighted average common shares outstanding

Basic 217,359,824 215,962,018

Diluted 222,423,409 221,851,399

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

Three Months Ended

March 28, 2026 March 29, 2025

Cash flows from operating activities

Net income $ 23,359 $ 14,333

Adjustments to reconcile net income to net cash used in operating activities

Depreciation 5,949 6,263

Amortization of intangible assets 8,181 8,535

Amortization of deferred debt issuance fees 826 837

Stock-based compensation 3,624 2,935

Deferred income taxes (benefit) (273) (709)

Allowance for credit losses (282) (5)

Loss on sale/disposal of property, plant and equipment 689 11

Changes in operating assets and liabilities

Accounts receivable (151,601) (13,931)

Inventories (18,915) (14,977)

Other current and non-current assets 6,174 7,918

Accounts payable 9,220 13,519

Accrued expenses and other liabilities (37,588) (30,579)

Net cash used in operating activities (150,637) (5,850)

Cash flows from investing activities

Purchases of property, plant, and equipment (7,132) (5,517)

Software development costs (152) (595)

Proceeds from sale of property, plant, and equipment — 1

Purchases of short-term investments (84,880) —

Proceeds from short-term investments 60,000 —

Net cash used in investing activities (32,164) (6,111)

Cash flows from financing activities

Payments of long-term debt (3,384) (590)

Payments of short-term notes payable — (1,788)

Purchase of common stock (5,851) —

Taxes paid for net share settlement of equity awards (1,687) (993)

Other, net (43) (364)

Net cash used in financing activities (10,965) (3,735)

Effect of exchange rate changes on cash and cash equivalents (88) 440

Change in cash and cash equivalents (193,854) (15,256)

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

Cash and cash equivalents, end of period $ 135,794 $ 181,333

Supplemental disclosures of cash flow information:

Cash paid-interest $ 9,248 $ 9,826

Cash paid-income taxes, net of refunds (126) 151

Non-cash investing and financing activities:

Accrued and unpaid purchases of property, plant, and equipment

1,891 2,232

Equipment financed under finance leases — 103

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

March 28, 2026 March 29, 2025

Net income $ 23,359 $ 14,333

Depreciation 5,949 6,263

Amortization 8,181 8,535

Interest expense, net 11,507 13,651

Income taxes 6,755 4,348

Loss on debt extinguishment 201 —

EBITDA 55,952 47,130

Stock-based compensation (a)

— 46

Currency exchange items (b)

(76) (6)

Acquisition and restructuring related expense, net (c)

505 1,926

Other (d)

— 6

Total Adjustments 429 1,972

Adjusted EBITDA $ 56,381 $ 49,102

Net income margin 9.2 % 6.3 %

Adjusted EBITDA margin 22.1 % 21.5 %

(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 initial public offering (the “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 March 28, 2026 were primarily driven by $0.5 million of costs related to termination benefits associated with the restructuring of several teams.

Adjustments in the three months ended March 29, 2025 were primarily driven by $1.7 million of transaction and integration costs associated with the acquisition of the business of ChlorKing HoldCo., LLC and related entities ("ChlorKing") and $0.2 million of separation costs for the consolidation of operations in North America.

(d)

Adjustments in the three months ended March 29, 2025 were primarily driven by losses on the sale of assets.

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

March 28, 2026 December 31, 2025

Net income $ 160,596 $ 151,570

Depreciation 22,521 22,835

Amortization 34,097 34,451

Interest expense, net 48,138 50,282

Income taxes 35,474 33,067

Loss on debt extinguishment 201 —

EBITDA 301,027 292,205

Stock-based compensation (a)

11 57

Currency exchange items (b)

9 79

Acquisition and restructuring related expense, net (c)

2,465 3,886

Other (d)

3,046 3,052

Total Adjustments 5,531 7,074

Adjusted EBITDA $ 306,558 $ 299,279

Net income margin 14.0 % 13.5 %

Adjusted EBITDA margin 26.7 % 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 March 28, 2026 were primarily driven by $1.6 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 include $0.5 million of costs related to termination benefits associated with the restructuring of several teams, $0.4 million of costs related to restructuring actions in E&RW 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.

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 conditions in the acquisition agreement discussed above. Other adjustments for the year ended December 31, 2025 include $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 March 28, 2026 were primarily driven by $4.3 million for the settlement in principle 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 include $1.3 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility, partially offset by losses on the sale of assets.

Adjustments in the year ended December 31, 2025 were primarily driven by $4.3 million for the settlement in principle 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 include $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 March 28, 2026 were calculated by adding the items for the three months ended March 28, 2026 plus fiscal year ended December 31, 2025 and subtracting the items for the three months ended March 29, 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

March 28, 2026 March 29, 2025

Net income $ 23,359 $ 14,333

Tax adjustments (a)

(277) (182)

Other adjustments and amortization:

Stock-based compensation (b)

— 46

Currency exchange items (c)

(76) (6)

Acquisition and restructuring related expense, net (d)

505 1,926

Other (e)

— 6

Total other adjustments 429 1,972

Loss on debt extinguishment 201 —

Amortization 8,181 8,535

Tax effect (f)

(2,057) (2,548)

Adjusted net income $ 29,836 $ 22,110

Weighted average number of common shares outstanding, basic 217,359,824 215,962,018

Weighted average number of common shares outstanding, diluted 222,423,409 221,851,399

Basic EPS $ 0.11 $ 0.07

Diluted EPS $ 0.11 $ 0.06

Adjusted basic EPS $ 0.14 $ 0.10

Adjusted diluted EPS $ 0.13 $ 0.10

(a) Tax adjustments for the three months ended March 28, 2026 reflected a normalized tax rate of 23.3% compared to the Company’s effective tax rate of 22.4%. The Company’s effective tax rate for the three months ended March 28, 2026 was primarily driven by tax benefits resulting from stock-based compensation. Tax adjustments for the three months ended March 29, 2025 reflected a normalized tax rate of 24.3% compared to the Company's effective tax rate of 23.3%. The Company’s effective tax rate for the three months ended March 29, 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 March 28, 2026 were primarily driven by $0.5 million of costs related to termination benefits associated with the restructuring of several teams.

(e) Adjustments in the three months ended March 29, 2025 were primarily driven by losses on the sale of assets.

(f)

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

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

March 28, 2026 March 29, 2025

NAM E&RW NAM E&RW

Segment income $ 50,506 $ 8,283 $ 43,454 $ 6,538

Depreciation 5,013 508 5,500 414

Amortization 1,816 — 1,700 —

Other (a)

— — 3 —

Total adjustments 6,829 508 7,203 414

Adjusted segment income $ 57,335 $ 8,791 $ 50,657 $ 6,952

Segment income margin % 24.1 % 18.2 % 23.2 % 15.7 %

Adjusted segment income margin % 27.3 % 19.4 % 27.1 % 16.6 %

(a)

Adjustments in the three months ended March 29, 2025 for NAM represented losses on the sale of assets, which the Company believes are not representative of its ongoing business operations.

CONTACTS

Investor Relations:

Kevin Maczka

investor.relations@hayward.com

Media Relations:

Misty Zelent

mzelent@hayward.com

Source: Hayward Holdings, Inc.

GRAPHIC

Filename: brand_lockupxsolidxblk002.jpg · Sequence: 6

Binary file (709690 bytes)

Download brand_lockupxsolidxblk002.jpg

GRAPHIC

Filename: hayw-20260429_g1.jpg · Sequence: 7

Binary file (709690 bytes)

Download hayw-20260429_g1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

Hayward Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-40208

Entity Tax Identification Number

82-2060643

Entity Address, Address Line One

1415 Vantage Park Drive

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Charlotte

Entity Address, State or Province

Entity Address, Postal Zip Code

28203

City Area Code

704

Local Phone Number

837-8002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

HAYW

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001834622

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration