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Hayward Holdings, Inc.

For the period ended Mar 28, 2026. Filed Apr 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 28, 2026 · Filed Apr 29, 2026

HAYW$16.61-1.7%Stored close · as of Nov 10, 2026

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Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 28, 2026, certain of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act entered into contracts, instructions, or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information. We refer to these contracts, instructions, and written plans as “Rule 10b5-1 Trading Plans” and each one as a “Rule 10b5-1 Trading Plan.”

We describe the material terms of all such trading plans below.

On March 10, 2026, Kevin Holleran, our President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell, subject to certain conditions, up to 515,000 shares of our common stock. Sales may be made under this trading plan through December 31, 2026, for a duration of 297 days.

Executive Severance Plan

On April 24, 2026, the Compensation Committee of the Board of Directors of the Company approved the Hayward Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”), which will provide for the payment of certain severance payments and benefits to participants, including each of the Company’s named executive officers (the “executives”), in the event of a qualifying termination of employment. The material terms and conditions of the Executive Severance Plan as they relate to the executives are as follows:

In the event of a termination of the executive’s employment by us without cause (other than due to death or disability) or by the executive for good reason, in any case, outside of the 36-month period commencing on a change in control, the executive will be eligible to receive the following payments and benefits:

cash payments equal to 100% (or 200% for Kevin Holleran, the Company’s Chief Executive Officer) of the sum of the executive’s then-current annual base salary and target annual bonus, paid in substantially equal installments over the 12-month (or 24-month for Mr. Holleran) period following the termination date;

eligibility for a pro-rata annual bonus for the performance period in which the termination date occurs and based on actual performance of applicable performance goals (the “Pro-Rata Bonus”);

company-paid COBRA premium payments for the executive and the executive’s eligible dependents for up to 12 months;

outplacement services valued at up to $12,000 (the “Outplacement Services”); and

either (i) payment from the Company for the cost of any other welfare benefits and retirement plan contributions that the executive would otherwise have been eligible to receive in the 12 months (or 24 months for Mr. Holleran) following the termination date, or (ii) the provision, for 12 months (or 24 months for Mr. Holleran) following the termination date, in kind by the Company of the welfare benefits or retirement plan contributions described in clause (i) (the “Post-Termination Benefits”).

In the event of a termination of the executive’s employment by us without cause (other than due to death or disability) or by the executive for good reason, in any case, within the 36-month period commencing on a change in control, the executive will be eligible to receive the following payments and benefits:

cash payments equal to 200% (or 300% for Mr. Holleran) of the sum of the executive’s then-current annual base salary and target annual bonus, paid in substantially equal installments over the 24-month (or 36-month for Mr. Holleran) period following the termination date;

eligibility for a pro-rata target annual bonus for the performance period in which the termination date occurs (the “Pro-Rata Target Bonus”) if the termination date occurs on or prior to the last day of the third quarter of the fiscal year in which the termination date occurs, or the greater of the Pro-Rata Target Bonus and the Pro-Rata Bonus if the termination date occurs during the fourth quarter of the fiscal year in which the termination date occurs;

company-paid COBRA premium payments for the executive and the executive’s eligible dependents for up to 24 months;

the Outplacement Services;

the Post-Termination Benefits for 24 months (or 36 months for Mr. Holleran); and

full vesting of then-unvested equity awards (with respect to performance-vesting equity awards, assuming the target level of performance) and a post-termination exercise period of one year for vested stock options (but not later than the maximum expiration date of the applicable option).

In the event of a termination of the executive’s employment by us due to disability, the executive will be eligible to receive the following payments and benefits:

the Pro-Rata Bonus;

company-paid COBRA premium payments for the executive and the executive’s eligible dependents for up to 12 months; and

the Post-Termination Benefits.

In the event of a termination of the executive’s employment by us due to death, the executive will be eligible to receive the Pro-Rata Bonus.

Other than with respect to benefits payable in the event of death, an executive’s right to receive the severance payments and benefits described above is subject to the executive’s execution and, as applicable, non-revocation of a general release of claims in the Company’s favor and continued compliance with applicable restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality.

In addition, in the event that any payment under the Executive Severance Plan, together with any other amounts paid to the executive, would subject such executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.

The foregoing summary of the Executive Severance Plan is qualified in its entirety by reference to the full text of the Executive Severance Plan, which is filed with this Quarterly Report on Form 10-Q.

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