Latham Group, Inc.
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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Apr 30, 2026 · Filed Mar 20, 2026
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Dear Fellow Stockholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, April 30, 2026, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866.
In 2025, we continued to outperform the U.S. in-ground pool market, growing our net sales by 7.4% year-over-year, and succeeded in expanding margins despite a market for U.S. in-ground pool starts that we estimate declined by low- to mid-single digits. We made investments that have positioned the Company for sales growth and accelerated profitability in 2025 and beyond. We also began to realize benefits from investments in our strategy to expand Latham’s presence in the Sand States.
Our industry outperformance was driven by continued fiberglass share gains and increased awareness and adoption of automatic safety covers. As consumers continued to recognize the speed of installation, eco-friendly and cost savings advantages of fiberglass pools, this product category represented 76.5% of Latham’s total in-ground pool sales in 2025, demonstrating increased market penetration. We concluded 2025 with net sales of $545.9 million, net income of $11.1 million and Adjusted EBITDA of $99.8 million. Our lean manufacturing and value engineering initiatives, along with accretive acquisitions of Coverstar Central in August 2024 and Coverstar New York and Tennessee in early 2025 enabled gross margin expansion of 320 basis points for the year.
As an indicator of strong progress in the Company’s strategy to expand its presence in the important Sand States, we saw double digit growth in fiberglass pool sales in Florida, our initial target market. We are now represented in several Master Planned Communities in Florida, and have continued to nurture strategic partnerships with select custom homebuilders.
Due in large measure to our lean manufacturing and value engineering initiatives, we saw gross margin and Adjusted EBITDA margin expansion in 2025. We concluded 2025 with a cash balance of $71.0 million, providing us with substantial financial flexibility to grow our business.
In 2026, we will continue to execute on our key strategic priorities, namely, to drive increased awareness and adoption of fiberglass pools and autocovers to continue to significantly outperform the U.S. in-ground pool market. We plan to expand and refine our branding and marketing spend in 2026, with increased focus on building out our presence in the important Sand State markets through greater contractor and homebuilder engagement. We enter 2026 in a strong competitive position. Under similar industry conditions to 2025, we believe our leadership in the growing fiberglass pool category, our expanding automatic safety cover business, growth opportunities in the Sand States and our improved cost structure should support another year of market outperformance.
On behalf of our Board of Directors and the entire Latham team, thank you for your continued support.
2026 Annual Meeting of Stockholders
Details regarding the business to be conducted at the 2026 Annual Meeting of Stockholders and admission thereto are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting of Stockholders in person, we hope you will vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. Please carefully review the instructions on each of your voting options described in the accompanying proxy statement, as well as in the accompanying Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you received in the mail. Thank you for your ongoing support of and continued interest in Latham Group, Inc. We look forward to your participation at our Annual Meeting.
Sincerely,
| Sean Gadd | James E. Cline |
|---|---|
| President and Chief Executive Officer | Chair of the Board |
Latham, New York
March 20, 2026
Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held April 30, 2026
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Thursday, April 30, 2026, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866 to conduct the following items of business.
| Proposal · Board Recommendation · Proposal Discussion | |||
|---|---|---|---|
| 1 | The election of three Class II directors named in the accompanying proxy statement, each to serve for 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. | FOR each nominee | Page 8 |
| 2 | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | FOR | Page 36 |
| 3 | The approval of an amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended, to increase by 3,400,000 shares the number of shares of Common Stock that may be issued pursuant to awards granted under such plan. | FOR | Page 60 |
We will also consider and act upon such other business as may be properly brought before the Annual Meeting, although we have not received notice of any other matters that may be properly presented at our Annual Meeting.
Stockholders of record at the close of business on March 3, 2026 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof.
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.
| At the Meeting | Internet | By Phone | By Mail |
|---|---|---|---|
| Attend in person to vote during the Annual Meeting | www.proxyvote.com | 1-800-690-6903 | Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card |
We encourage you to vote promptly to ensure your vote is represented at our Annual Meeting and that we have a quorum, regardless of whether you plan to attend in person. Voting in advance does not deprive you of your right to attend our Annual Meeting in person and to change your vote during our Annual Meeting.
By order of our Board of Directors,
Patrick M. Sheller
Secretary
Latham, New York
March 20, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026
The Notice of the 2026 Annual Meeting, the accompanying proxy statement for the 2026 Annual Meeting and our annual report to stockholders for the fiscal year ended December 31, 2025 are available atwww.proxyvote.com.
Table of Contents
In this proxy statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Latham,” “we,” “us” and “our” refer to Latham Group, Inc. Latham Group, Inc. is a holding company that does not conduct any business operations and therefore references to our operations and financial performance include Latham Group, Inc. and its consolidated subsidiaries.
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