Latham Group, Inc.

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This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2025 Annual Meeting of Stockholders to be held on Thursday, May 1, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof.

We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2024 (the “Annual Report”) available to our stockholders electronically via the Internet atwww.proxyvote.com. On or about March 21, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone.

This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2024 operational and financial performance of Latham, you should review our Annual Report.

Annual Meeting Information

Voting Methods Prior to Annual Meeting

Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and cast your vote on all of the proposals.

If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card. Make sure to have your Internet Notice, proxy card or voting instruction card and follow the instructions.

Business Overview

Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and pool covers. We hold the #1 position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™.

We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social

marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners.

Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 14 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 1,817 full-time employees across over 30 locations as of December 31, 2024. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.

Proposal One—Election of Class I Directors

Our Board currently consists of eight directors. Following a review of the individual and aggregate qualifications, attributes, skills and experience of Board members, our Board has re-nominated the three Class I directors for election at our Annual Meeting. Our Board believes that the director nominees will continue to collectively serve in the best interests of stockholders and the Company and assist our Board to fulfill its significant oversight role.

Each of the Class I director nominees will serve a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

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Chair of the Board of Directors

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Vice Chair of the Board of Directors

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Qualifications, Attributes, Skills and Experience of our Directors

The following table sets forth a summary of key qualifications, attributes, skills and experience that our current directors contribute to our Board.

Compensation Governance

See “Named Executive Officer Compensation” for a detailed discussion of our compensation program and determinations for our named executive officers in 2024. The following table sets forth a summary of key compensation governance matters for our current program.

2024 Compensation Program

The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. As a new public company in 2021, our Compensation Committee continues to evolve our compensation philosophy, policies and practices for our named executive officers. The 2024 compensation program for named executive officers consisted of a base salary, an annual cash bonus opportunity, and annual equity awards (consisting of RSUs and PSUs).

Our Chief Executive Officer’s target annual compensation in 2024 generally was consistent with 2023, including:

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A base salary of $465,000.

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A target annual cash bonus of 100% of base salary.

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Target annual equity awards of 250% of base salary.

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Based on Company performance for 2024:

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He earned 144.0% of his target annual cash bonus, or $669,600, based on aggregate achievement of Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting).

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He earned 182.3% of his target PSUs, or 221,524 PSUs, based on the Adjusted EBITDA performance measure; the earned PSUs remain subject to cliff vesting on the third anniversary of the grant date.

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Key Corporate Governance Highlights

Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices in light of our ongoing status as a controlled company and challenging macroeconomic conditions.

Key elements of our current governance are set forth below.

On April 27, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Pamplona Capital Partners V, L.P., an investment fund (the “Pamplona Fund”) managed by affiliates of Pamplona Capital Management, LLC (together with its respective subsidiaries and affiliates, “Pamplona”), and Wynnchurch Capital Partners IV, L.P. (“Wynnchurch IV”) and WC Partners Executive IV, L.P. (“WC Executive”) (collectively, the “Wynnchurch Funds”), managed by affiliates of Wynnchurch Capital, L.P. (together with its respective subsidiaries and affiliates, “Wynnchurch”). The Stockholders’ Agreement grants Pamplona the right to nominate to our Board a number of designees on a sliding scale depending on Pamplona’s affiliates’ ownership of shares of the Company’s Common Stock, par value $0.0001 per share (our “Common Stock” or “shares of Common Stock”). Mr. Dellaquila, Mr. Laven, Mr. Pratt and Mr. Pruellage are the current designees of Pamplona under the Stockholders’ Agreement. Wynnchurch had certain director nomination rights, which they waived beginning in July 2022. For more information, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” References to our “Principal Stockholders” in this proxy statement refer to the Pamplona Fund, managed by Pamplona, and the Wynnchurch Funds, managed by Wynnchurch.

Environmental, Social and Governance

As a leading global manufacturer of in-ground swimming pools, our ambition is to lead the way towards a more sustainable future for our industry. Since 2021, we have worked with independent consultants to assess and increase our ESG performance, benchmark our efforts against industry peers, establish a comprehensive strategy to manage ESG risks and opportunities and continuously expand disclosure of our ESG program, including through the publication of an annual ESG Report. Seehttps://ir.lathampool.com/esg for more information. See “—Board of Directors and Corporate Governance—​Oversight of Environmental, Social and Governance.”

Proposal Two—Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2025

Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2025. Our Audit Committee conducted a competitive process to select an independent registered public accounting firm in 2020, and Deloitte & Touche was selected and appointed at such time. Our Audit Committee has continued its engagement with Deloitte & Touche since such appointment.