Hayward Holdings, Inc.

Previous wording

We have an estimated North American residential pool market share of approximately 33%. We believe that we are well-positioned for future growth. We estimate aftermarket sales represent approximately 85% of North American residential pool net sales and are generally recurring in nature since these products are critical to the ongoing operation of pools given requirements for water quality and sanitization. Our product replacement cycle of approximately eight to 11 years drives multiple replacement opportunities over the typical life of a pool, creating opportunities to generate aftermarket product sales as pool owners repair, remodel and upgrade their pools. We estimate aftermarket sales based upon feedback from certain representative customers and management’s interpretation of available industry and government data, and not upon our GAAP net sales results.

Current wording

We have an annually estimated North American residential pool market share of approximately 33%. We believe that we are well-positioned for future growth. We estimate aftermarket sales represent approximately 85% of North American residential pool net sales and are generally recurring in nature since these products are critical to the ongoing operation of pools given requirements for water quality and sanitization. Our product replacement cycle of approximately eight to 11 years drives multiple replacement opportunities over the typical life of a pool, creating opportunities to generate aftermarket product sales as pool owners repair, remodel and upgrade their pools. We estimate aftermarket sales based upon feedback from certain representative customers and management’s interpretation of available industry and government data, and not upon our GAAP net sales results.

Previous wording

NAM accounted for 85% and 84% of total net sales for thesix months ended June 27, 2026 and June 28, 2025, respectively, and E&RW accounted for 15% and 16% of total net sales for thesix months ended June 27, 2026 and June 28, 2025, respectively.

Current wording

NAM accounted for 86% and 84% of total net sales for thenine months ended September 26, 2026 and September 27, 2025, respectively, and E&RW accounted for 14% and 16% of total net sales for thenine months ended September 26, 2026 and September 27, 2025, respectively.

Previous wording

Our results of operations for the three and six months ended June 27, 2026 and June 28, 2025 have been affected by the following, among other events, which must be understood to assess the comparability of our period-to-period financial performance and condition.

Current wording

Our results of operations for the three and nine months ended September 26, 2026 and September 27, 2025 have been affected by the following, among other events, which must be understood to assess the comparability of our period-to-period financial performance and condition.

Previous wording

Our fiscal quarters end on the Saturday closest to and before the calendar quarter end, with the exception of year end which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27, 2025 dates. This resulted inone fewer working day for the six months ended June 27, 2026 compared to the 2025 period.

Current wording

Our fiscal quarters end on the Saturday closest to and before the calendar quarter end, with the exception of year end which ends on December 31 of each fiscal year. The interim closing date for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27, 2025 dates. This resulted inone fewer working day for the nine months ended September 26, 2026 compared to the 2025 period.

Previous wording

Our business is seasonal, with sales typically higher in the second and fourth quarters. During the second quarter of a fiscal year, sales are higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize customers to buy and stock up in preparation for next year’s pool season under an “Early Buy” program, which features price discounts and extended payment terms. Shipments for the 2025 Early Buy program began in the late third quarter and continued through approximately the first quarter of 2026. The favorable payment terms extended as part of the Early Buy program generally do not exceed 180 days. We aim to keep our manufacturing plants running at a constant level throughout the year and consequently we generally build inventory in the first and third quarters, and inventory is sold-down in the second and fourth quarters. Our accounts receivable balance increases from September to April as a result of the Early Buy extended terms and increases through June due to higher sales in the second quarter. Also, because the majority of our sales are to distributors whose inventory of our products may vary, including 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.

Current wording

Our business is seasonal, with sales typically higher in the second and fourth quarters. During the second quarter of a fiscal year, sales are higher in anticipation of the start of the summer pool season. In the fourth quarter, we incentivize customers to buy and stock up in preparation for next year’s pool season under an “Early Buy” program, which features price discounts and extended payment terms. Shipments for the 2026 Early Buy program began late in the third quarter and are expected to continue through approximately the first quarter of 2027. The favorable payment terms extended as part of the Early Buy program generally do not exceed 180 days. We aim to keep our manufacturing plants running at a constant level throughout the year and consequently we generally build inventory in the first and third quarters, and inventory is sold-down in the second and fourth quarters. Our accounts receivable balance increases from September to April as a result of the Early Buy extended terms and increases through June due to higher sales in the second quarter. Also, because the majority of our sales are to distributors whose inventory of our products may vary, including 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.

Previous wording

The imposition of, and threat of imposition of, tariffs and other trade restrictions by the United States government in 2025, and tariffs and other trade restrictions announced by governments of other nations in response to these actions, have created substantial uncertainty in the global economy. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company has received, and may be eligible to receive additional refunds of certain tariffs it paid that were levied under the IEEPA. The availability, amount and timing of any additional refunds is uncertain and subject to further developments. This uncertainty, as well as the direct impact of tariffs and other trade restrictions, may adversely affect the Company’s business by reducing market demand for the Company’s products, increasing the Company’s supply costs that cannot be passed on to customers and/or adversely affecting the competitiveness of the Company’s products against those of manufacturers not subject to such tariffs and trade restrictions. Geopolitical conflicts around the world have also created substantial uncertainty in the global economy, including as a result of sanctions and penalties imposed in response to these conflicts. In particular, armed conflicts in the Middle East and in Ukraine and Russia have adversely affected market demand in certain markets, which has negatively impacted our results in our E&RW segment. See “—Segment—Europe & Rest of World,” below. Given the nature of our business and global operations, if these or other geopolitical conflicts continue or worsen, our business and results of operations may be adversely affected.

Current wording

The imposition of, and threat of imposition of, tariffs and other trade restrictions by the United States government in 2025, and tariffs and other trade restrictions announced by governments of other nations in response to these actions, have created substantial uncertainty in the global economy. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company has received, and may be eligible to receive additional refunds of certain tariffs it paid that were levied under the IEEPA. The availability, amount and timing of any additional refunds is uncertain and subject to further developments. This uncertainty, as well as the direct impact of tariffs and other trade restrictions, may adversely affect the Company’s business by reducing market demand for the Company’s products, increasing the Company’s supply costs that cannot be passed on to customers and/or adversely affecting the competitiveness of the Company’s products against those of manufacturers not subject to such tariffs and trade restrictions. Geopolitical conflicts around the world have also created substantial uncertainty in the global economy, including as a result of sanctions and penalties imposed in response to these conflicts. In particular, armed conflicts in the Middle East and in Ukraine and Russia have adversely affected market demand in certain markets, which has negatively impacted our results in our E&RW segment. See “—Segment Results of Operations—Europe & Rest of World,” below. Given the nature of our business and global operations, if these or other geopolitical conflicts continue or worsen, our business and results of operations may be adversely affected.

Previous wording

The following tables summarize key components of our results of operations for the periods indicated. We derived the consolidated statements of operations for the three and six months ended June 27, 2026 and June 28, 2025 from our unaudited condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following table summarizes our results of operations:

Current wording

The following tables summarize key components of our results of operations for the periods indicated. We derived the consolidated statements of operations for the three and nine months ended September 26, 2026 and September 27, 2025 from our unaudited condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following table summarizes our results of operations:

Previous wording

Net sales increased to $318.4 million for the three months ended June 27, 2026 from $299.6 million for the three months ended June 28, 2025, an increase of $18.8 million, or 6.3%. See the segment discussion below for further information.

Current wording

Net sales increased to $260.1 million for the three months ended September 26, 2026 from $244.3 million for the three months ended September 27, 2025, an increase of $15.8 million, or 6.5%. See the segment discussion below for further information.

Previous wording

Net sales increased to $573.6 million for the six months ended June 27, 2026 from $528.4 million for the six months ended June 28, 2025, an increase of $45.2 million, or 8.5%. See the segment discussion below for further information.

Current wording

Net sales increased to $833.7 million for the nine months ended September 26, 2026 from $772.8 million for the nine months ended September 27, 2025, an increase of $60.9 million, or 7.9%. See the segment discussion below for further information.

Previous wording

The net sales increase for the six months ended June 27, 2026 was driven by positive net price to offset inflation and tariffs, the favorable impact from foreign currency translation, and a modest increase in volume.

Current wording

The net sales increase for the nine months ended September 26, 2026 was driven by positive net price to offset inflation and tariffs, a modest increase in volume and the favorable impact from foreign currency translation.

Previous wording

As a percentage of net sales, SG&A decreased to 22.1% for the six months ended June 27, 2026 as compared to 22.4% for six months ended June 28, 2025, a decrease of 30 basis points, as the growth in net sales exceeded the growth in SG&A.

Current wording

As a percentage of net sales, SG&A decreased to 22.9% for the three months ended September 26, 2026 as compared to 25.1% for the three months ended September 27, 2025, a decrease of 220 basis points.

Previous wording

As a percentage of net sales, SG&A decreased to 20.2% for the three months ended June 27, 2026 as compared to 20.5% for the three months ended June 28, 2025, a decrease of 30 basis points, as the growth in net sales exceeded the growth in SG&A.

Current wording

As a percentage of net sales, SG&A decreased to 22.3% for the nine months ended September 26, 2026 as compared to 23.3% for the nine months ended September 27, 2025, a decrease of 100 basis points, as the growth in net sales exceeded the growth in SG&A.

Previous wording

Research, development, and engineering expense (RD&E) increased to $7.7 million for the three months ended June 27, 2026 from $6.1 million for the three months ended June 28, 2025, an increase of $1.6 million, or 25.2%. RD&E spend continues to be focused on new product development and new product performance improvements.

Current wording

Research, development, and engineering expense (RD&E) increased to $8.6 million for the three months ended September 26, 2026 from $7.1 million for the three months ended September 27, 2025, an increase of $1.5 million, or 21.2%. The increase is primarily due to higher spend on new product development and new product performance improvements along with increased investment in specialized engineering talent and capabilities.

Previous wording

As a percentage of net sales, RD&E increased to 2.4% for the three months ended June 27, 2026 as compared to 2.0% for the three months ended June 28, 2025, an increase of 40 basis points.

Current wording

As a percentage of net sales, RD&E increased to 3.3% for the three months ended September 26, 2026 as compared to 2.9% for the three months ended September 27, 2025, an increase of 40 basis points.

Previous wording

As a percentage of net sales, RD&E was 2.5% for the six months ended June 27, 2026 compared to 2.3% for the six months ended June 28, 2025, an increase of 20 basis points.

Current wording

As a percentage of net sales, RD&E was 2.8% for the nine months ended September 26, 2026 compared to 2.5% for the nine months ended September 27, 2025, an increase of 30 basis points.

Previous wording

For the six months ended June 27, 2026, we incurred $1.3 million of acquisition and restructuring related expense as compared to $3.5 million of expense for the six months ended June 28, 2025. The expense in the six months ended June 27, 2026 was driven by costs associated with restructuring actions, while the expense in the six months ended June 28, 2025 primarily included the deferred purchase price recognized as compensation cost related to the acquisition of ChlorKing.

Current wording

For the three months ended September 26, 2026, we incurred less than $0.1 million of acquisition and restructuring related expense as compared to $0.3 million of expense for the three months ended September 27, 2025. The expense in the three months ended September 26, 2026 was driven by costs associated with a transformation program in the E&RW segment, while the prior period expense was driven by facility and other restructuring costs within our E&RW business.

Previous wording

For the three months ended June 27, 2026, we incurred $0.7 million of acquisition and restructuring related expense as compared to $1.6 million of expense for the three months ended June 28, 2025. The expense in the three months ended June 27, 2026 was driven by costs associated with a restructuring action in the E&RW segment, while the prior period expense was primarily driven by costs associated with the acquisition of ChlorKing HoldCo, LLC and related entities (“ChlorKing”), including the deferred purchase price recognized as compensation cost over the 12-month service period from the date of acquisition.

Current wording

For the nine months ended September 26, 2026, we incurred $1.3 million of acquisition and restructuring related expense as compared to $3.8 million of expense for the nine months ended September 27, 2025. The expense in the nine months ended September 26, 2026 was driven by costs for a transformation program in E&RW and termination benefits for the restructuring of several teams in NAM, while the expense in the nine months ended September 27, 2025 primarily included the deferred purchase price recognized as compensation cost over the 12-month service period from the date of the ChlorKing HoldCo, LLC and related entities (“ChlorKing”) acquisition and facility driven restructuring costs within E&RW.

Previous wording

For the six months ended June 27, 2026, amortization of intangible assets decreased $1.0 million compared to the six months ended June 28, 2025 due to the amortization pattern of certain intangible asset classes based on the declining balance method.

Current wording

For the nine months ended September 26, 2026, amortization of intangible assets decreased $1.5 million compared to the nine months ended September 27, 2025 due to the amortization pattern of certain intangible asset classes based on the declining balance method.

Previous wording

For the three and six months ended June 27, 2026, operating income increased by $4.6 million and $13.6 million, respectively, due to the aggregated effect of the items described above.

Current wording

For the three and nine months ended September 26, 2026, operating income increased by $9.2 million and $22.7 million, respectively, due to the aggregated effect of the items described above.

Previous wording

Interest expense, net, increased to $28.5 million for the six months ended June 27, 2026 from $27.3 million for the six months ended June 28, 2025, an increase of $1.2 million or 4.3%. The increase was primarily due to the $5.2 million of debt financing costs discussed above, partially offset by increased interest income on cash investment balances and lower net interest expense on bank debt.

Current wording

Interest expense, net, decreased to $36.4 million for the nine months ended September 26, 2026 from $38.6 million for the nine months ended September 27, 2025, a decrease of $2.2 million, or 5.7%. Higher interest income and lower net interest expense on bank debt were partially offset by $5.2 million of debt financing costs related to the June 2026 Credit Agreement. The effective interest rate on borrowings, including the impact of interest rate hedges, declined to 5.90% from 6.44%.

Previous wording

We incurred income tax expense of $13.6 million for the three months ended June 27, 2026, compared to income tax expense of $14.6 million for the three months ended June 28, 2025, a decrease of $1.0 million, or 6.8%.

Current wording

We incurred income tax expense of $8.7 million for the three months ended September 26, 2026, compared to income tax expense of $7.2 million for the three months ended September 27, 2025, an increase of $1.5 million, or 21.5%.

Previous wording

The decrease in the Company’s effective tax rate from 24.6% for the three months ended June 28, 2025 to 23.0% for the three months ended June 27, 2026 was primarily due to lower state taxes.

Current wording

The decrease in the Company’s effective tax rate from 23.0% for the three months ended September 27, 2025 to 21.2% for the three months ended September 26, 2026 was primarily due to lower state taxes.

Previous wording

We incurred income tax expense of $20.4 million for the six months ended June 27, 2026, compared to income tax expense of $19.0 million for the six months ended June 28, 2025, an increase of $1.4 million, or 7.4%. While pretax income increased 14.4% for the six months ended June 27, 2026, the effective tax rate decreased, resulting in a 7.4% increase in income tax expense compared to the six months ended June 28, 2025.

Current wording

We incurred income tax expense of $29.1 million for the nine months ended September 26, 2026, compared to income tax expense of $26.2 million for the nine months ended September 27, 2025, an increase of $2.9 million, or 11.3%. The increase was driven by higher pretax income, partially offset by a lower effective tax rate.

Previous wording

The decrease in the Company’s effective tax rate from 24.3% for the six months ended June 28, 2025 to 22.8% for the six months ended June 27, 2026 was primarily due to lower state taxes.

Current wording

The decrease in the Company’s effective tax rate from 23.9% for the nine months ended September 27, 2025 to 22.3% for the nine months ended September 26, 2026 was primarily due to lower state taxes.

Previous wording

As a result of the foregoing, net income increased by $0.8 million and $9.8 million, respectively, for the three and six months ended June 27, 2026.

Current wording

As a result of the foregoing, net income increased by $8.4 million and $18.2 million, respectively, for the three and nine months ended September 26, 2026.

Previous wording

Net income margin decreased to 14.3% for the three months ended June 27, 2026 compared to 15.0% for the three months ended June 28, 2025, a decrease of 70 basis points.

Current wording

Adjusted net income margin increased to 15.0% for the three months ended September 26, 2026 compared to 13.0% for the three months ended September 27, 2025, an increase of 200 basis points.

Previous wording

Adjusted EBITDA increased to $92.7 million for the three months ended June 27, 2026 from $88.2 million for the three months ended June 28, 2025, an increase of $4.5 million, or 5.1%, driven primarily by increased net sales.

Current wording

Adjusted EBITDA increased to $64.5 million for the three months ended September 26, 2026 from $59.1 million for the three months ended September 27, 2025, an increase of $5.4 million, or 9.2%, driven primarily by increased net sales.

Previous wording

Adjusted EBITDA increased to $149.1 million for the six months ended June 27, 2026 from $137.3 million for the six months ended June 28, 2025, an increase of $11.8 million, or 8.6%, driven primarily by increased net sales.

Current wording

Adjusted EBITDA increased to $213.6 million for the nine months ended September 26, 2026 from $196.4 million for the nine months ended September 27, 2025, an increase of $17.2 million, or 8.8%, driven primarily by increased net sales.

Previous wording

Segment income represents segment net sales less cost of sales, segment SG&A and RD&E, excluding acquisition and restructuring related expense as well as amortization of intangible assets. A reconciliation of segment income to our operating income is detailed below. Adjusted segment income represents segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. See “—Non-GAAP Reconciliations” for reconciliations of these metrics to the most directly comparable GAAP metric.

Current wording

Segment income represents segment net sales less cost of sales, segment SG&A and RD&E, excluding acquisition and restructuring related expense as well as amortization of intangible assets recorded within SG&A expense. Adjusted segment income represents segment income adjusted for the impact of depreciation, amortization of intangible assets recorded within cost of sales and certain non-cash, nonrecurring or other items that are included in segment income that we do not consider indicative of the ongoing segment operating performance. See “—Non-GAAP Reconciliations” for reconciliations of these metrics to the most directly comparable GAAP metric.

Previous wording

The net sales increase for the three months ended June 27, 2026 was driven primarily by positive net price to offset inflation and tariffs and an increase in volume.

Current wording

The net sales increase for the nine months ended September 26, 2026 was driven primarily by positive net price to offset inflation and tariffs and an increase in volume.

Previous wording

Gross profit margin decreased to 50.4% for the three months ended June 27, 2026 from 51.3% for the three months ended June 28, 2025, a decrease of 90 basis points. Gross profit margin decreased primarily due to increased costs from inflation and tariffs, partially offset by positive net price impact.

Current wording

Gross profit margin decreased to 49.5% for the nine months ended September 26, 2026 from 49.8% for the nine months ended September 27, 2025, a decrease of 30 basis points. Gross profit margin decreased primarily due to increased costs from inflation and tariffs, partially offset by positive net price impact.

Previous wording

Segment income increased to $90.2 million for the three months ended June 27, 2026 from $83.4 million for the three months ended June 28, 2025, an increase of $6.8 million, or 8.2%. This was primarily attributable to the increase in net sales as discussed above, partially offset by higher SG&A expense due to higher incentive compensation.

Current wording

Segment income increased to $61.8 million for the three months ended September 26, 2026 from $55.4 million for the three months ended September 27, 2025, an increase of $6.4 million, or 11.5%. This was primarily attributable to the increase in net sales as discussed above.

Previous wording

Adjusted net income margin increased to 18.1% for the three months ended June 27, 2026 compared to 17.4% for the three months ended June 28, 2025, an increase of 70 basis points.

Current wording

Segment income margin increased to 27.3% for the three months ended September 26, 2026 from 26.6% for the three months ended September 27, 2025, an increase of 70 basis points.

Previous wording

Segment income increased to $140.7 million for the six months ended June 27, 2026 from $126.8 million for the six months ended June 28, 2025, an increase of $13.9 million, or 11.0%. This was primarily attributable to the increase in net sales as discussed above, partially offset by higher SG&A expense due to incremental advertising expense, higher incentive compensation, higher salary costs driven by investments in our selling teams and wage inflation.

Current wording

Segment income increased to $202.5 million for the nine months ended September 26, 2026 from $182.2 million for the nine months ended September 27, 2025, an increase of $20.3 million, or 11.1%. This was primarily attributable to the increase in net sales as discussed above.

Previous wording

Segment income margin increased to 28.9% for the six months ended June 27, 2026 from 28.7% for the six months ended June 28, 2025, an increase of 20 basis points. The increase was driven by the same factors as the increase in segment income discussed above.

Current wording

Segment income margin increased to 28.4% for the nine months ended September 26, 2026 from 28.0% for the nine months ended September 27, 2025, an increase of 40 basis points. The increase was driven by the same factors as the increase in segment income discussed above.

Previous wording

Adjusted segment income increased to $97.1 million for the three months ended June 27, 2026 from $89.1 million for the three months ended June 28, 2025, an increase of $8.0 million, or 9.0%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”

Current wording

Adjusted segment income increased to $68.8 million for the three months ended September 26, 2026 from $61.7 million for the three months ended September 27, 2025, an increase of $7.1 million, or 11.5%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”

Previous wording

Net income margin increased to 12.0% for the six months ended June 27, 2026 compared to 11.2% for the six months ended June 28, 2025, an increase of 80 basis points.

Current wording

Adjusted segment income margin increased to 30.4% for the three months ended September 26, 2026 from 29.6% for the three months ended September 27, 2025, an increase of 80 basis points.

Previous wording

Adjusted segment income increased to $154.4 million for the six months ended June 27, 2026 from $139.7 million for the six months ended June 28, 2025, an increase of $14.7 million, or 10.5%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”

Current wording

Adjusted segment income increased to $223.2 million for the nine months ended September 26, 2026 from $201.4 million for the nine months ended September 27, 2025, an increase of $21.8 million, or 10.8%. This was driven by the increase in segment income as discussed above, after adjusting for the non-cash and specified costs discussed below in “— Non-GAAP Reconciliations.”

Previous wording

Net sales decreased to $40.7 million for the three months ended June 27, 2026 from $44.4 million for the three months ended June 28, 2025, a decrease of $3.7 million, or 8.3%.

Current wording

Net sales decreased to $33.8 million for the three months ended September 26, 2026 from $36.1 million for the three months ended September 27, 2025, a decrease of $2.3 million, or 6.4%.

Previous wording

Net sales decreased to $86.1 million for the six months ended June 27, 2026 from $86.2 million for the six months ended June 28, 2025, a decrease of $0.1 million, or 0.1%.

Current wording

Net sales decreased to $119.9 million for the nine months ended September 26, 2026 from $122.3 million for the nine months ended September 27, 2025, a decrease of $2.4 million, or 1.9%.