Hayward Holdings, Inc.

Previous wording

The demand for our swimming pool equipment products may be adversely affected by unfavorable economic and business conditions.

Current wording

•The demand for our products may be adversely affected by unfavorable economic and business conditions.

Previous wording

Provisions in our charter documents and Delaware law may deter takeover efforts that stockholders may believe to be beneficial to stockholder value.

Current wording

•Provisions in our certificate of incorporation, bylaws and Delaware law may deter takeover efforts that stockholders may believe to be beneficial to stockholder value.

Previous wording

Our certificate of incorporation, as currently amended, designates specific courts as the sole and exclusive forum for certain claims or causes of action that may be brought by our stockholders, which could discourage lawsuits against us and our directors and officers.

Current wording

•Our certificate of incorporation, designates specific courts as the exclusive forum for certain claims, which could discourage lawsuits against the Company and our directors and officers.

Previous wording

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress the price of common stock.

Current wording

•Future sales of our common stock, or the perception that such sales may occur, may depress the market price of our common stock.

Previous wording

The price of our common stock has been, and may in the future be, volatile and your investment in our common stock could suffer a decline in value.

Current wording

•The market price of our common stock has been, and may continue to be, volatile, and the value of an investment in our common stock could decline.

Previous wording

We distribute our products through our customers who are distributors, builders, buying groups, retailers and servicers, many of whom sell products of competing manufacturers. We rely on our customers to stock, market and recommend our products to pool owners and our business depends on retaining good relationships with our customers. However, the financial condition of these resellers could weaken, they could stop distributing our products or reduce sales of our products in favor of our competitors. Further, uncertainty regarding demand for our products could cause them to reduce their ordering and marketing of our products. As a result, our business, financial condition, results of operations and cash flows could be materially impacted.

Current wording

We rely on these customers to stock, market and recommend our products to consumers, and our business depends on retaining strong relationships with them. However, the financial condition of these customers could weaken, they could elect to discontinue distributing our products, or they could reduce sales of our products in favor of competitors’ offerings. In addition, uncertainty regarding demand for our products could cause these customers to reduce their ordering, inventory levels or marketing efforts related to our products. These events have occurred in the past, and future occurrences could adversely impact our business, financial condition, results of operations and cash flows.

Previous wording

In several geographic markets, such as Europe, many potential consumers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. Our success in these markets depends on obtaining and maintaining relationships with local channel partners who can effectively sell our products to pool owners in the applicable market.

Current wording

In several geographic markets, including Europe, many potential consumers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. Our success in these markets depends on obtaining and maintaining relationships with local customers that can effectively sell our products to consumers in the applicable markets. We have invested, and intend to continue to invest, in programs designed to enhance sales to distributors, builders, buying groups, retailers and servicers, including volume rebate programs with key distributors. However, these programs may not be successful in retaining or increasing product purchases by these customers or in maintaining or increasing our net income.

Previous wording

We compete in various geographic regions and product markets around the world. Among these, the most significant are residential markets in the United States, Canada, Europe and Australia, as well as commercial markets in the United States and Europe. We have experienced, and expect to continue to experience, fluctuations in sales and results of operations due to economic and business cycles. Consumer spending affects sales of our products for initial pool installation and, more broadly, to our customers, such as distributors, builders, buying groups, retailers and servicers, who sell our products to pool owners and who must account for anticipated changes in consumer demand when they purchase our products from us. Consumer spending is impacted by factors outside of our control, including general economic and geopolitical conditions, interest rates, the residential housing market, unemployment rates and wage levels, inflation, disposable income levels, consumer confidence, and access to credit. In economic downturns, the demand for swimming pool equipment products and the growth rate of pool-eligible households and swimming pool construction may decline. A weak economy may also cause pool owners to defer replacement and refurbishment activity or upgrades to new pool equipment, or to purchase less expensive brands, and historically our aftermarket product sales have comprised most of our net sales. Even in generally favorable economic conditions, severe and/or prolonged downturns in the housing market could have a material adverse impact on our financial performance.

Current wording

We compete in various geographic regions and product markets around the world. The most significant of these include residential markets in the U.S., Canada, Europe and Australia, as well as commercial markets in the U.S. and Europe. We have experienced, and expect to continue to experience, fluctuations in sales and results of operations due to economic and business cycles. Consumer spending affects sales of our products for initial pool installations and, more broadly, sales to our customers, such as distributors, builders, buying groups, retailers and servicers, who sell our products to consumers and who must account for anticipated changes in consumer demand when purchasing our products. Consumer spending is impacted by factors outside of our control, including general economic and geopolitical conditions, interest rates, conditions in the residential housing market, unemployment rates and wage levels, inflation, disposable income levels, consumer confidence and access to credit. In economic downturns, demand for swimming pool equipment products and the growth rate of pool-eligible households and pool construction may decline. A weak economy may also cause consumers to defer replacement and refurbishment activity or upgrades to new products, or to purchase less expensive brands. Historically, our aftermarket product sales have comprised most of our net sales. Even in generally favorable economic conditions, severe and/or prolonged downturns in the housing market and declining home ownership rates could lead to a decline in demand for our products and have a material adverse impact on our financial performance. In addition, homeowners’ access to consumer credit is a critical factor enabling the purchase of new pools and related products. High interest rates and tightened credit markets may limit homeowners’ ability to access financing for new pools and related supplies and, consequently, for the replacement, repair and operation of equipment, which could negatively impact our product sales. Any of the foregoing factors, individually or in the aggregate, could reduce demand for our products and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Previous wording

The markets for our products are geographically diverse and highly competitive. We compete against large and well-established national and global companies, as well as regional and local niche OEM’s, lower cost manufacturers and new market entrants. Our competitors offer pool equipment of varied quality and across a wide range of retail price points. We compete based on brand recognition with pool owners, strong relationships with our distributors and resellers, and the loyalty of our builders and servicers with whom we have built a large installed base. In addition, we compete based on our technical innovation, intellectual property, reputation for providing quality and reliable products, competitive pricing and contractual terms. Some of our competitors, in particular smaller companies, compete based primarily on price and local relationships, especially with respect to products that do not require significant engineering or technical expertise. In addition, during economic downturns average selling prices tend to decrease as market participants compete more aggressively on price, which may significantly and adversely impact our profit margins. Moreover, demand for our products is affected by changes in customer order and consumer purchasing patterns, such as changes in the levels of inventory maintained by customers and the timing of customer and consumer purchases, and changes in customers’ and consumers’ preferences for our products. For example, our results of operations have been negatively impacted, and in the future may continue to be negatively impacted, by customer decisions to reduce inventory levels. Consumer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution channels, including e-commerce, which is a rapidly developing area.

Current wording

The markets for our products are geographically diverse and highly competitive. We compete against large and well-established national and global companies, as well as regional and local niche OEMs, lower cost manufacturers and new market entrants. Our competitors offer products of varied quality and across a wide range of retail price points. We compete based on brand recognition with consumers, strong relationships with our distributors and resellers, and the loyalty of our builders and servicers with whom we have built a large installed base. In addition, we compete based on technical innovation, intellectual property, reputation for providing quality and reliable products, competitive pricing and contractual terms. Some of our competitors, particularly smaller companies, compete primarily on price and local relationships, especially with respect to products that do not require significant engineering or technical expertise. In addition, during economic downturns average selling prices tend to decrease as market participants compete more aggressively on price, which may significantly and adversely impact our profit margins. Moreover, demand for our products is affected by changes in customer ordering and consumer purchasing patterns, such as changes in the levels of inventory maintained by customers, the timing of customer and consumer purchases, and changes in customer and consumer preferences for our products. For example, our results of operations have been negatively impacted, and in the future, may continue to be negatively impacted by customer decisions to reduce inventory levels. Consumer purchasing behavior may also shift by product mix within the market or result in a shift to new distribution channels, including e-commerce, which is a rapidly developing area.

Previous wording

If we are unable to continue to differentiate our products or adapt to changes in consumer purchasing behavior or shifts in distribution channels, or if we are forced to cut prices or to incur additional costs to remain competitive, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Current wording

If we are unable to continue to differentiate our products or adapt to changes in purchasing behavior or shifts in distribution channels, or if we are forced to cut prices or to incur additional costs to remain competitive, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Previous wording

Our future success depends on developing, manufacturing and attaining market adoption of new products. Even if we attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed.

Current wording

Our future success depends on developing, manufacturing and attaining market adoption of new products and maintaining product quality and reliability. Even if we attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed.

Previous wording

Our future financial success will depend substantially on our ability to develop, manufacture, market and sell products we develop. Pool owners are increasingly demanding “smart home” technology, automation and environmentally friendly, sustainable and ethical product features to enhance their pools. Staying at the forefront of product innovation and consumer demand is important to our future success. We must continue to develop and bring to market innovative products, which requires hiring and retaining technical staff, maintaining and upgrading manufacturing facilities and equipment and expanding our intellectual property rights. We must also identify emerging technological and commercial trends in our target end markets, as well as understand and react to potential regulatory changes. Successful growth of our sales and marketing efforts will depend on the strength of our marketing infrastructure and the effectiveness of our sales and marketing strategies, as well as the continued quality, reliability and innovation of our products. Because we sell our products primarily through distributors, we rely in part on the efforts of third-party sales representatives, who may be required to learn about the new features or other aspects of our new products to effectively sell those products, which may prove challenging. Further, our ability to satisfy product demand driven by our sales and marketing efforts will be largely dependent on our ability to maintain a commercially viable manufacturing process that is compliant with regulatory standards. Failure to manufacture, market and sell our newly developed products could have a material adverse effect on our business, financial condition, and results of operations.

Current wording

Our future financial success will depend substantially on our ability to develop, manufacture, market and sell products that we develop. Consumers are increasingly demanding “smart home” technology, automation and environmentally friendly, sustainable and ethical product features to enhance their pools. Staying at the forefront of product innovation and evolving consumer demand is important to our future success. We must continue to develop and bring to market innovative and technologically advanced products, which require hiring and retaining technical staff, maintaining and upgrading manufacturing facilities and equipment and expanding our intellectual property. We must also identify emerging technological and commercial trends in our target end markets, as well as understand and react to potential regulatory changes. Successful growth of our sales and marketing efforts will depend on the strength of our marketing infrastructure and the effectiveness of our sales and marketing strategies, as well as the continued quality, reliability and innovation of our products. Because we sell our products primarily through distributors, we rely in part on the efforts of third-party sales representatives, who may be required to learn about new features or other aspects of our new products to effectively sell those products, which may prove challenging. Further, our ability to satisfy product demand driven by our sales and marketing efforts will be largely dependent on our ability to maintain a commercially viable manufacturing process that complies with regulatory standards. Negative media reports about us or our products, whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete. Our reputation and brand strength are important to our ability to compete effectively and maintain demand for our products. Actual or perceived deficiencies in the quality, reliability, performance or safety of our products, whether arising from design, manufacturing, supplier quality, installation, misuse or other factors, could adversely affect our brand, reputation and customer relationships. Even isolated or limited quality issues, defects, failures or recalls may be widely publicized or amplified through digital media, distributor networks or customer communications and could result in a loss of confidence in our brands. Because we sell our products primarily through distributors, builders and servicers who influence product selections and purchasing decisions, any deterioration in brand perception could reduce their willingness to recommend or stock our products, slow adoption of new products, increase returns, warranty claims or service costs, or shift demand toward competing products. Negative perceptions may persist even after underlying issues are addressed and may impair our ability to introduce new pro…

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Previous wording

We experience seasonal demand with customers and pool owners and, as a result, we experience fluctuations in quarterly results. During the second quarter of a fiscal year, sales are typically higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize trade customers to buy and stock up in preparation for next year’s pool season under an “Early Buy” program, which features a price discount and extended payment terms. Under the 2024 Early Buy program, we generally ship products beginning in the late third quarter through approximately the first quarter of 2025 and expect to receive payments for most of these shipments during the second quarter of 2025. As a result, our accounts receivable balance increases from September to April before the Early Buy payment is received. In addition, cash flow is higher in the second quarter as the seasonality of our business peaks and payments are received. Also, because most of our sales are to distributors whose inventory of our products may vary due to reasons beyond our control, such as end-user demand, supply chain lead times and macroeconomic factors, our revenue may fluctuate from period-to-period. For example, our results of operations have been negatively impacted, and in the future may be negatively impacted, by distributors reducing inventory levels.

Current wording

We experience seasonal demand from customers and consumers and, as a result, experience fluctuations in quarterly results. During the second quarter of a fiscal year, sales are typically higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize customers to buy and stock inventory in preparation for the following year’s pool season under an “Early Buy” program, which features price discounts and extended payment terms. Under the 2025 Early Buy program, we generally ship products beginning in the late third quarter through approximately the first quarter of 2026 and expect to receive payments for most of these shipments during the second quarter of 2026. As a result, our accounts receivable balance typically increases from September to April before Early Buy payments are received. In addition, cash flow is generally higher in the second quarter as the seasonality of our business peaks and payments are received. Also, because most of our sales are to distributors whose inventory levels of our products may vary due to reasons beyond our control, such as consumer demand, supply chain lead times and macroeconomic conditions, our revenue may fluctuate from period-to-period. For example, our results of operations have been negatively impacted, and in the future may be negatively impacted, by distributors reducing inventory levels.

Previous wording

As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year. In addition, seasonal effects in our business may vary from year to year and be impacted by weather patterns, particularly by temperature, heavy flooding and droughts, which patterns may become less predictable and more extreme as a result of climate change. Additionally, while the majority of our sales are driven by aftermarket repair, replacement and remodeling products, adverse weather conditions, such as cold or wet weather, may negatively affect demand for, and sales of, pool equipment as a result of diminished use and reduced construction speed.

Current wording

As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for any fiscal year. In addition, seasonal effects in our business may vary from year to year and be impacted by weather patterns, particularly by temperature fluctuations, heavy flooding and droughts, which patterns may become less predictable and more extreme as a result of climate change. Additionally, while the majority of our sales are driven by aftermarket repair, replacement and remodeling products, adverse weather conditions, such as cold or wet weather, may negatively affect demand for, and sales of, pool equipment due to diminished pool usage and reduced construction activity.

Previous wording

Most of our net sales are generated from sales to distributors, including our largest customer, Pool Corporation, which represented approximately 36% of our net sales in Fiscal Year 2024 and approximately 47% of our accounts receivable on December 31, 2024. Another customer accounted for 11% of our net sales in Fiscal Year 2024 and approximately 11% of our accounts receivable on December 31, 2024. Our top five customers accounted for approximately 61% of our net sales in Fiscal Year 2024. Our concentration of sales to a relatively small number of larger customers makes our relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products. The loss of one or more of our largest customers, any material cancellation, reduction or delay in purchases by these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, as our largest customers continue to evolve their approach relative to assessing their necessary and historic inventory levels on hand, our net sales have been and in the future could be adversely affected by purchasing decisions of our largest customers associated with a reduction of their inventory levels.

Current wording

Most of our net sales are generated from sales to distributors, including our largest customer, Pool Corporation, which represented approximately 33% of our net sales in Fiscal Year 2025 and approximately 46% of our accounts receivable as of December 31, 2025. Another customer accounted for 12% of our net sales in Fiscal Year 2025 and approximately 14% of our accounts receivable as of December 31, 2025. Our top five customers accounted for a significant portion of our net sales in Fiscal Year 2025. Our concentration of sales among a relatively small number of large customers make our relationships with each of these customers important to our business. Our success depends on retaining these customers, which requires us to effectively manage relationships and anticipate their needs across the channels in which we sell our products. The loss of one or more of our largest customers, any material cancellation, reduction or delay in purchases by these customers, or our inability to successfully develop relationships with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, as our largest customers continue to evolve their approaches to assessing appropriate inventory levels, our net sales have been, and in the future could be, adversely affected by purchasing decisions associated with reductions of their inventory levels.

Previous wording

We are exposed to credit risk on our accounts receivable and this risk is heightened during periods when economic conditions worsen.

Current wording

We are exposed to credit risk on our accounts receivable, and this risk is heightened during periods of weak economic conditions.

Previous wording

We distribute our products through distributors, large pool builders, buying groups, services and specialty online resellers. A substantial majority of our outstanding accounts receivables are not covered by collateral, third-party bank support or financing arrangements, or credit insurance. Further, a significant portion of our accounts receivables are typically concentrated within a relatively small number of distributors, builders, buying groups, retailers and servicers. As of December 31, 2024, our largest customer represented approximately 47% of our accounts receivable, and another customer represented approximately 11% of our accounts receivable. In addition, our exposure to credit and collectability risk on our accounts receivable is higher in certain international markets, and our ability to mitigate such risks is limited. There can be no assurance that our procedures to monitor and limit exposure to credit risk on our accounts receivable will effectively limit our credit risk and avoid losses. If general economic conditions worsen, it may be more likely that one or more of our customers will default on payments owed to us, and it may be harder for us to enforce any judgment debts against such customers, which may result in a significant write-off of accounts receivable and may have a material adverse effect on our results of operations.

Current wording

We distribute our products through distributors, builders, buying groups, retailers and servicers. A substantial majority of our outstanding accounts receivable are not secured by collateral, third-party bank support or financing arrangements or credit insurance. In addition, a significant portion of our accounts receivable is typically concentrated among a relatively small number of distributors, builders, buying groups, retailers and servicers. As of December 31, 2025, our largest customer represented approximately 46% of our accounts receivable, and another customer represented approximately 14% of our accounts receivable. Our exposure to credit and collectability risk on accounts receivable is higher in certain international markets, and our ability to mitigate these risks is limited. There can be no assurance that our procedures to monitor and limit exposure to credit risk will effectively reduce such risk and prevent losses. If general economic conditions are weak or worsen, it may be more likely that one or more of our customers will default on amounts owed to us, and it may be more difficult for us to enforce judgments against such customers, which could result in significant write-offs of accounts receivable and have a material adverse effect on our results of operations.

Previous wording

We are exposed to political, regulatory, economic, trade and other risks that arise from our international business operations, including the risks associated with geopolitical conflicts.

Current wording

We are exposed to political, regulatory, economic, trade and other risks arising from our international operations, including risks associated with geopolitical conflicts.

Previous wording

Sales outside of the United States for Fiscal Year 2024 accounted for approximately 22% of our net sales. Furthermore, we obtain some components and raw materials from non-U.S. suppliers and have manufacturing facilities in Europe and China. Accordingly, our business is subject to the political, regulatory, economic, trade and other risks that are inherent in operating in numerous countries. These risks include:

Current wording

For Fiscal Year 2025, sales outside of the U.S. accounted for approximately 21% of our net sales. In addition, we source certain components and raw materials from non-U.S. suppliers and operate manufacturing facilities in Europe and China. As a result, our business is subject to political, regulatory, economic, trade and other risks inherent in operating across multiple jurisdictions. These risks include, among others:

Previous wording

•adverse changes in general economic and political conditions in countries where we operate, particularly in emerging markets;

Current wording

•adverse changes in general economic, political or social conditions in countries where we operate, particularly in emerging markets;

Previous wording

•the imposition of tariffs, duties, exchange controls, licensing requirements and restrictions or other trade restrictions;

Current wording

•the imposition of, or changes in, tariffs, duties, exchange controls, licensing requirements, sanctions or other trade restrictions and trade relations;

Previous wording

•changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate;

Current wording

•changes in tax treaties, laws, regulations or interpretations that could adversely affect our effective tax rate or increase our tax liabilities;

Previous wording

•the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems;

Current wording

•difficulties enforcing agreements, protecting contractual rights and collecting receivables through non-U.S. legal systems;

Previous wording

•the difficulty of communicating and monitoring evolving standards and directives across our product lines, services, and global facilities;

Current wording

•challenges in communicating, implementing and monitoring evolving standards, directives and regulatory requirements across our products, services and global facilities;

Previous wording

•the threat of nationalization and expropriation and limitations on repatriation of earnings or other regionally-imposed capital requirements;

Current wording

•the threat of nationalization or expropriation, limitations on repatriation of earnings, and other regionally-imposed capital controls or requirements;

Previous wording

•difficulty in staffing and managing widespread operations in non-U.S. labor markets;

Current wording

•difficulties staffing, managing and maintaining personnel in non-U.S. labor markets, including as a result of differing labor laws, practices and customs, and managing widespread operations;

Previous wording

•the difficulty of protecting intellectual property and other proprietary rights in non-U.S. countries; and

Current wording

•increased risk of infringement, misappropriation or other challenges in protecting our intellectual property and other proprietary rights in non-U.S. jurisdictions; and

Previous wording

•changes in and required compliance with a variety of non-U.S. laws and regulations.

Current wording

•changes in, and required compliance with, a variety of non-U.S. laws and regulations, including those related to trade, customs, sanctions, anti-corruption, privacy, data protection, labor and the environment.

Previous wording

In addition, changes in U.S. or foreign government administrative policy, including between the U.S. and China, may affect our ability, or the ability of our partners and contract manufacturers to import products or raw materials into the United States. We maintain a manufacturing facility in China and purchase certain of our key parts and components from suppliers in China, and we maintain a manufacturing facility in Europe. As such, we are exposed to risks relating to any deterioration in the relationship between the U.S. and China, or the U.S. and the European Union, including through increases in tariffs between the United States and such regions.

Current wording

Changes in U.S. or foreign government policies or administrative practices, including with respect to trade and investment matters, may affect our ability, or the ability of our suppliers, contract manufacturers, channel partners or other business partners to import products or raw materials into the U.S. or other markets, or to operate efficiently across borders. We purchase certain key parts and components from suppliers in China and maintain a manufacturing facility in China, and we also maintain a manufacturing facility in Europe. Accordingly, we are exposed to risks relating to any deterioration in the relationship between the U.S. and China, or between the U.S. and the European Union, including through the imposition or escalation of tariffs, sanctions, export controls or other trade or investment restrictions.

Previous wording

Our success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot provide assurance that these and other factors will not have a material adverse effect on our international operations or on our business.

Current wording

Our ability to anticipate and effectively manage these and other risks may be limited, and there can be no assurance that these factors will not have a material adverse effect on our international operations or our business, financial condition, results of operations and cash flows.

Previous wording

Historically, we have experienced substantial sales growth through organic market share gains, geographic expansion, technological innovation, new product offerings, increased demand for outdoor living products and acquisitions that have increased our size, scope and geographic footprint. During the first two years of the COVID-19 pandemic, residential pool equipment sales increased. This increase in demand was experienced broadly across all of our product lines as consumers refocused their attention on improving the quality of the homeowner’s outdoor living experience. In addition, because of channel customer expectations with respect to increased lead-times during the COVID-19 pandemic, demand for our products was partially accelerated. As the impact of the COVID-19 pandemic has lessened, we believe that these pandemic-fueled trends have generally abated and the industry has returned to more normalized historical seasonal trends.

Current wording

Historically, we have experienced substantial sales growth driven by a combination of organic market share gains, geographic expansion, technological innovation, new product offerings, increased demand for outdoor living products and acquisitions that have expanded our size, scope and geographic footprint. During the first two years of the COVID-19 pandemic, residential pool equipment sales increased, and this increase in demand was experienced broadly across our product lines as consumers refocused on improving the quality of the homeowner’s outdoor living experience. In addition, customer expectations regarding extended lead-times during the COVID-19 pandemic partially accelerated demand for our products. As the impact of the COVID-19 pandemic has lessened, we believe that these pandemic-related demand trends have generally abated, and the industry has returned to more normalized historical seasonal patterns. As a result, our historical growth rates, including those experienced during the COVID-19 pandemic, may not be indicative of future growth or demand for our products.

Previous wording

Our various business strategies and initiatives, including our growth initiatives, are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control. If we are not able to continue to compete in our markets, expand into new markets, and grow our business, our business, financial condition, results of operations and cash flows could be adversely affected.

Current wording

Our business strategies and initiatives, including our growth initiatives, are subject to a variety of business, economic and competitive uncertainties and contingencies, many of which are beyond our control. If we are unable to continue to compete effectively in our existing markets, successfully expand into new markets, or otherwise grow our business, our business, financial condition, results of operations and cash flows could be adversely affected.

Previous wording

•difficulties integrating acquired businesses, technologies and personnel into our business;

Current wording

•difficulties integrating acquired businesses, technologies, systems, culture, infrastructure and personnel into our existing operations;

Previous wording

•difficulties in obtaining and verifying the financial statements and other data of acquired businesses;

Current wording

•challenges in obtaining, assessing and verifying the financial statements and other information of acquired businesses;

Previous wording

•inability to obtain required regulatory approvals;

Current wording

•inability to obtain required regulatory or governmental approvals on a timely basis or at all or financing on favorable terms;

Previous wording

•cybersecurity risk related to the integration of acquired information technology systems;

Current wording

•cybersecurity risks arising from the integration of acquired information technology systems and networks;

Previous wording

•potential loss of key employees, contractual relationships or customers of acquired companies or of ours;

Current wording

•potential loss of key employees, contractual relationships or customers of the acquired businesses or our existing business;

Previous wording

•assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including risks relating to anti-corruption laws such as the FCPA and privacy laws, including the GDPR; and

Current wording

•assumption of known and unknown liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities relating to anti-corruption laws, such as the Foreign Corrupt Practices Act, and privacy and data protection laws, including the General Data Protection Regulation; and

Previous wording

•the incurrence of indebtedness or the dilution of interests of holders of our shares through the issuance of equity securities or equity-linked securities.

Current wording

•increased leverage or dilution of existing stockholders’ interests resulting from the issuance of equity securities or equity-linked securities.

Previous wording

Any acquisitions or investments may not be successful or meet our expectations and may ultimately result in impairment charges and have a material adverse effect on our business, financial condition, results of operations and cash flows.

Current wording

Any acquisitions or investments that we complete may not achieve our anticipated benefits or synergies or take longer than expected to realize, may fail to meet our expectations, or may require us to record impairment charges, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.