Hayward Holdings Reports Fourth Quarter Fiscal Year 2025 Financial Results and Introduces 2026 Guidance

CHARLOTTE, N.C.--( BUSINESS WIRE)--Hayward Holdings, Inc. (NYSE: HAYW) (“Hayward” or the “Company”), a leading global designer and manufacturer of a broad portfolio of pool equipment, outdoor living products and industrial flow control products, today announced financial results for the fourth quarter and full fiscal year ended December 31, 2025.

CEO COMMENTS

“Hayward delivered a strong fourth quarter, outperforming expectations and building on our momentum,” said Kevin Holleran, Hayward’s President and Chief Executive Officer. “Our team executed at a high level across the organization, driving an exceptional finish to 2025, with solid in-quarter demand and strong participation in our Early Buy programs for the upcoming 2026 pool season. Full year net sales increased 7% year‑over‑year, reflecting solid performance across both our North America and Europe & Rest of World segments, as well as the strength of our aftermarket model. We expanded margins through operational efficiencies and successful mitigation of new tariffs and other inflationary pressures, while continuing to invest strategically in product innovation and customer support. Impressive cash flow generation further strengthened our balance sheet and enabled a meaningful reduction in net leverage. With industry‑leading products, a customer‑centric approach, and ongoing investments in technology and operational efficiency, Hayward is well positioned to capitalize on the long‑term growth drivers of the pool industry and continue delivering value for our stockholders.”

BASIS OF PRESENTATION

During the fourth quarter of Fiscal Year 2025, the Company changed its presentation of warranty costs from selling, general and administrative to cost of sales within the consolidated statements of operations. Tables outlining this presentation change are included near the end of this release. This change in presentation has been applied retrospectively to all periods presented and affects cost of sales, gross profit and selling, general and administrative expense.

This change in presentation has no impact to net sales, operating income, income from operations before income taxes, income tax expense, net income, net income per common share, retained earnings, other components of equity, net assets, or cash flows.

FOURTH QUARTER FISCAL 2025 CONSOLIDATED RESULTS

Net sales increased by 7% to $349.4 million for the fourth quarter of fiscal 2025. The increase in net sales during the quarter was driven by positive net price to offset inflation and tariffs and the favorable impact from foreign currency translation, partially offset by a modest decrease in volume.

Gross profit increased by 10% to $169.3 million for the fourth quarter of fiscal 2025. Gross profit margin increased 160 basis points to 48.5%. Gross profit margin increased primarily due to higher net prices, lower warranty expenses and operational efficiencies. These gains were partially offset by higher net tariff charges and inflation.

Selling, general, and administrative ("SG&A") expense increased by 14% to $67.0 million for the fourth quarter of fiscal 2025. The increase in SG&A expenses was mainly attributable to increased variable compensation, strategic investments in our selling and customer service teams and the settlement in principle related to the securities class action litigation.

Research, development, and engineering expenses were $8.0 million for the fourth quarter of fiscal 2025, or 2.3% of net sales, as compared to $6.9 million for the prior-year period, or 2.1% of net sales. The increase was primarily driven by investments in product innovation.

Operating income increased by 14% to $87.3 million for the fourth quarter of fiscal 2025, due to the aggregated effects of the items described above. Operating income as a percentage of net sales (“operating margin”) was 25.0% for the fourth quarter of fiscal 2025, a 160 basis point increase compared to 23.4% in the prior-year period.

Interest expense, net, decreased by 14% to $11.7 million for the fourth quarter of fiscal 2025 driven by lower interest rates and increased interest income on cash deposits.

Net income increased by 25% to $68.4 million for the fourth quarter of fiscal 2025. Net income margin expanded 290 basis points to 19.6%. Adjusted net income* increased by 8.6% to $64.3 million for the fourth quarter of fiscal 2025. Adjusted net income margin* increased 30 basis points to 18.4%.

Adjusted EBITDA* increased by 4% to $102.9 million for the fourth quarter of fiscal 2025 compared to $98.7 million in the prior-year period. Adjusted EBITDA margin* decreased 80 basis points to 29.4%.

Diluted EPS increased by 24% to $0.31 for the fourth quarter of fiscal 2025. Adjusted diluted EPS* increased by 7.4% to $0.29 for the fourth quarter of fiscal 2025.

FOURTH QUARTER FISCAL 2025 SEGMENT RESULTS

North America

Net sales increased by 8% to $308.7 million for the fourth quarter of fiscal 2025. The increase was driven by positive net price to offset inflation and tariffs, partially offset by a modest decline in volume.

Segment income increased by 8% to $102.5 million for the fourth quarter of fiscal 2025. Adjusted segment income* increased by 4% to $109.2 million.

Europe & Rest of World

Net sales decreased by 1% to $40.7 million for the fourth quarter of fiscal 2025. The decrease was primarily due to a decrease in volume and net price, partially offset by the favorable impact of foreign currency translation.

Segment income increased by 28% to $6.2 million for the fourth quarter of fiscal 2025. Adjusted segment income* increased by 26% to $6.6 million.

FULL FISCAL YEAR 2025 CONSOLIDATED RESULTS

Net sales increased by 7% to $1,122.2 million for Fiscal Year 2025. The increase in net sales was primarily driven by positive net price and the favorable impact from acquisitions. The increase in net price was due to price increases enacted to offset inflationary and tariff pressures.

Gross profit increased by 11% to $538.7 million for Fiscal Year 2025. Gross profit margin increased to 48.0% for Fiscal Year 2025, an increase of 170 basis points compared to Fiscal Year 2024. This growth was driven by positive pricing, lower warranty costs and improved manufacturing efficiency, though partially offset by higher net tariffs and inflation.

SG&A expense increased by 14% to $246.9 million for Fiscal Year 2025. The increase was mainly caused by higher variable compensation, higher wage inflation, investments in our selling and customer service teams, plus a full year of expense from the ChlorKing HoldCo, LLC and related entities business ("ChlorKing") acquired in June 2024.

Research, development, and engineering expenses were $27.2 million for Fiscal Year 2025, or 2.4% of net sales, as compared to $25.8 million for Fiscal Year 2024, or 2.5% of net sales.

Operating income increased by 12% to $233.3 million for Fiscal Year 2025. The increase in operating income was driven by the accumulated effect of the items described above. Operating margin was 20.8% in Fiscal Year 2025, a 90 basis point increase from the 19.9% operating margin in Fiscal Year 2024.

Net income increased by 28% to $151.6 million for Fiscal Year 2025. Adjusted net income* increased by 15% to $170.5 million compared to Fiscal Year 2024. Net income margin expanded 220 basis points to 13.5% and adjusted net income margin* increased 110 basis points to 15.2%.

Adjusted EBITDA* increased by 8% to $299.3 million for Fiscal Year 2025 driven primarily by an increase in net sales and gross profit, partially offset by an increase in SG&A expenses. Adjusted EBITDA margin* increased by 30 basis points to 26.7% for Fiscal Year 2025 compared to Fiscal Year 2024.

Diluted EPS increased by 26% to $0.68 for the Fiscal Year 2025. Adjusted diluted EPS* increased by 15% to $0.77 for Fiscal Year 2025.

BALANCE SHEET AND CASH FLOW

As of December 31, 2025, Hayward had cash and cash equivalents of $329.6 million, short-term investments of $69.5 million and approximately $125.5 million available for future borrowings under its revolving credit facilities. Net cash provided by operating activities for Fiscal Year 2025 of $256.0 million was an increase of $44.0 million from Fiscal Year 2024. The increase in cash provided by operating activities was primarily driven by an increase in net income and an increase in cash generated by changes in working capital compared to the prior-year period.

OUTLOOK

Hayward is introducing 2026 guidance reflecting continued sales and earnings growth driven by solid execution across the organization, positive price realization and continued technology adoption. For Fiscal Year 2026, Hayward expects net sales to increase approximately 4% from Fiscal Year 2025, and adjusted diluted earnings per share* of $0.82 to $0.86, or an increase of approximately 6% to 12%.

Hayward is excited about the long-term dynamics of the pool industry. The installed base of pools increases every year, providing continued growth opportunities, and the Company benefits from favorable secular demand trends in outdoor living, sunbelt migration, and technology adoption. Hayward continues to leverage its competitive advantages and drive increasing adoption of its leading SmartPad™ pool equipment products both in new construction and the aftermarket, which represents approximately 85% of net sales. Hayward is confident in its long-term outlook for profitable growth and robust cash flow generation, driven by its technology leadership, operational excellence, strong brand and installed base, and multi-channel capabilities.

Please see the Forward-Looking Statements section of this release for a discussion of certain risks relevant to Hayward’s outlook.

CONFERENCE CALL INFORMATION

Hayward will hold a conference call to discuss the results today, February 25, 2026 at 9:00 a.m. (ET).

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to the Investor Relations section of the Company’s website prior to the conference call.

The conference call can also be accessed by dialing (877) 423-9813 or (201) 689-8573.

For those unable to listen to the live conference call, a replay will be available approximately three hours after the call through the archived webcast on the Hayward website or by dialing (844) 512-2921 or (412) 317-6671. The access code for the replay is 13758285. The replay will be available until 11:59 p.m. Eastern Time on March 11, 2026.

ABOUT HAYWARD HOLDINGS, INC.

Hayward Holdings, Inc. (NYSE: HAYW) is a leading global designer and manufacturer of a broad portfolio of pool equipment, outdoor living products and industrial flow control products. With a mission to deliver exceptional products, outstanding service and innovative solutions to transform the experience of water, Hayward offers a full line of energy-efficient and sustainable residential and commercial pool equipment including pumps, heaters, sanitizers, filters, LED lighting, water features, and cleaners all digitally connected through Hayward’s intuitive IoT-enabled SmartPad™, and a line of thermoplastic valves and process control products.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Unless otherwise indicated, the terms “Company,” “we,” “our” and “us” refer to Hayward Holdings, Inc. and its consolidated subsidiaries. This earnings release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) and rules and regulations of the Securities and Exchange Commission (“SEC”). Forward-looking statements include, without limitation, statements regarding our plans, strategies, objectives, expectations, intentions, outlook, expenditures, guidance, targets, and assumptions, as well as other statements that are not historical facts. Forward-looking statements are based on management’s current beliefs, assumptions, expectations, and information available at the time the statements are made. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are made in reliance upon the safe harbor provisions of the Act. However, forward-looking statements are subject to risks, uncertainties, and other factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to publicly update, revise, or correct any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable federal securities laws. Forward-looking statements should be read in conjunction with the risk factors and other cautionary statements, including those described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K and other filings with the SEC.

Important factors that could cause actual results to differ materially include, but are not limited to, the following:

Many of these factors are beyond our control. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, actual results, performance, or achievements may differ materially from those expressed or implied by forward-looking statements in this earnings release. The forward-looking statements included in this earnings release speak only as of the date of this release.

*NON-GAAP FINANCIAL MEASURES

This earnings release includes certain financial measures not presented in accordance with the generally accepted accounting principles in the United States (“GAAP”), including adjusted net income, adjusted net income margin, adjusted basic EPS, adjusted diluted EPS, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted segment income and adjusted segment income margin. These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Hayward believes these non-GAAP measures provide analysts, investors and other interested parties with additional insight into the underlying trends of its business and assist these parties in analyzing the Company’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance, which allows for a better comparison against historical results and expectations for future performance. Management uses these non-GAAP measures to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short and long-term operating planning, employee incentive compensation, and debt compliance. These measures should not be considered in isolation or as an alternative to net income, segment income or other measures of profitability, performance or financial condition under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of historical non-GAAP measures to the most directly comparable GAAP measures.

Reconciliation of full fiscal year 2026 adjusted diluted earnings per share outlook to diluted earnings per share is not being provided, as Hayward does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. The outlook for adjusted diluted earnings per share for full year 2026 is calculated in a manner consistent with the historical presentation of these measures, as shown in the appendix.

Hayward Holdings, Inc.

Consolidated Balance Sheets

(In thousands)

December 31, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

329,648

196,589

Short-term investments

69,462

—

Accounts receivable, net of allowances of $1,931 and $2,701, respectively

280,161

278,582

Inventories, net

210,739

216,472

Prepaid expenses

19,500

20,203

Income tax receivable

656

6,426

Other current assets

41,080

48,697

Total current assets

951,246

766,969

Property, plant, and equipment, net of accumulated depreciation of $125,807 and $112,099, respectively

164,560

160,377

Goodwill

951,197

943,645

Trademark

736,000

Customer relationships, net

178,126

198,333

Other intangibles, net

88,899

96,095

Other non-current assets

80,956

89,205

Total assets

3,150,984

2,990,624

Liabilities and Stockholders’ Equity

Current liabilities

Current portion of long-term debt

13,261

13,991

Accounts payable

77,007

81,476

Accrued expenses and other liabilities

224,222

217,242

Income taxes payable

8,754

273

Total current liabilities

323,244

312,982

Long-term debt, net

943,547

950,562

Deferred tax liabilities, net

227,449

239,111

Other non-current liabilities

63,736

64,322

Total liabilities

1,557,976

1,566,977

Stockholders’ equity

Preferred stock, $0.001 par value, 100,000,000 authorized, no shares issued or outstanding as of December 31, 2025 and December 31, 2024

—

Common stock $0.001 par value, 750,000,000 authorized; 246,272,783 issued and 217,356,414 outstanding at December 31, 2025; 244,444,889 issued and 215,778,520 outstanding at December 31, 2024

247

245

Additional paid-in capital

1,109,522

1,093,468

Common stock in treasury; 28,916,369 and 28,666,369 at December 31, 2025 and December 31, 2024, respectively

(363,182

)

(358,133

)

Retained earnings

851,134

699,564

Accumulated other comprehensive loss

(4,713

)

(11,497

)

Total stockholders’ equity

1,593,008

1,423,647

Total liabilities and stockholders’ equity

3,150,984

2,990,624

Hayward Holdings, Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Three Months Ended

Year Ended

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Net sales

349,375

327,075

1,122,155

1,051,606

Cost of sales

180,093

173,781

583,465

564,630

Gross profit

169,282

153,294

538,690

486,976

Selling, general and administrative expense

67,021

58,548

246,892

217,147

Research, development and engineering expense

7,965

6,908

27,201

25,778

Acquisition and restructuring related expense

119

3,976

3,886

6,464

Amortization of intangible assets

6,874

7,375

27,461

28,800

Operating income

87,303

76,487

233,250

208,787

Interest expense, net

11,665

13,563

50,282

62,163

Loss on debt extinguishment

—

4,926

Other expense (income), net

327

(495

)

(1,669

)

(2,484

)

Total other expense

11,992

13,068

48,613

64,605

Income from operations before income taxes

75,311

63,419

184,637

144,182

Provision for income taxes

6,901

8,686

33,067

25,527

Net income

68,410

54,733

151,570

118,655

Earnings per share

Basic

0.32

0.25

0.70

0.55

Diluted

0.31

0.25

0.68

0.54

Weighted average common shares outstanding

Basic

217,159,379

215,584,373

216,593,972

215,028,683

Diluted

222,531,701

221,872,482

222,225,777

221,370,188

Hayward Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

Year Ended

December 31, 2025

December 31, 2024

Cash flows from operating activities

Net income

151,570

118,655

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation

22,835

20,078

Amortization of intangible assets

34,451

35,783

Amortization of deferred debt issuance fees

3,763

4,203

Stock-based compensation

13,389

10,595

Deferred income taxes (benefit)

(7,751

)

(10,514

)

Allowance for credit losses

(770

)

(169

)

Loss on debt extinguishment

—

4,926

(Gain) loss on sale/disposal of property, plant and equipment

485

(428

)

Changes in operating assets and liabilities

Accounts receivable

5,056

(7,260

)

Inventories

11,780

4,330

Other current and non-current assets

6,377

(41,167

)

Accounts payable

(5,940

)

11,794

Accrued expenses and other liabilities

20,789

61,242

Net cash provided by operating activities

256,034

212,068

Cash flows from investing activities

Purchases of property, plant, and equipment

(28,715

)

(22,371

)

Software development costs

(1,957

)

(1,918

)

Cash paid for acquisition of businesses, net of cash acquired

—

(55,153

)

Cash paid for asset acquisitions

(3,643

)

—

Proceeds from sale of property, plant, and equipment

—

311

Purchases of short-term investments

(69,462

)

—

Proceeds from short-term investments

—

25,000

Net cash used in investing activities

(103,777

)

(54,131

)

Cash flows from financing activities

Proceeds from issuance of long-term debt

—

2,886

Payments of long-term debt

(12,810

)

(138,638

)

Proceeds from issuance of short-term notes payable

—

6,340

Payments of short-term notes payable

(2,169

)

(6,463

)

Debt issuance costs

(1,579

)

—

Purchase of common stock

(5,049

)

(378

)

Other, net

761

(537

)

Net cash used in financing activities

(20,846

)

(136,790

)

Effect of exchange rate changes on cash and cash equivalents

1,648

(2,655

)

Change in cash and cash equivalents

133,059

18,492

Cash and cash equivalents, beginning of period

196,589

178,097

Cash and cash equivalents, end of period

329,648

196,589

Supplemental disclosures of cash flow information:

Cash paid-interest

59,775

68,476

Cash paid-income taxes

26,413

35,938

Non-cash investing and financing activities:

Accrued and unpaid purchases of property, plant, and equipment

634

4,567

Equipment financed under finance leases

3,171

1,046

Warranty Cost Presentation Change

The following tables show the impact of the warranty presentation change out of selling, general and administrative expense and into cost of sales in our unaudited consolidated statements of operations for fiscal quarters in fiscal years 2025 and 2024, respectively.

(Dollars in thousands)

2025 Consolidated - As Reported

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

115,466

141,764

119,200

Gross profit

113,375

157,839

125,136

Selling, general and administrative expense

65,117

71,893

69,803

(Dollars in thousands)

2025 Consolidated - After Change in Presentation (1)

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

123,588

152,149

127,635

Gross profit

105,253

147,454

116,701

Selling, general and administrative expense

56,995

61,508

61,368

(1) For the three months ended December 31, 2025, $12.7 million of warranty costs were presented within cost of sales on the unaudited condensed consolidated statement of operations.

(Dollars in thousands)

2024 Consolidated - As Reported

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

107,990

139,306

114,474

159,079

Gross profit

104,579

145,087

113,095

167,996

Selling, general and administrative expense

60,014

63,155

64,509

73,250

(Dollars in thousands)

2024 Consolidated - After Change in Presentation

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

116,210

150,971

123,668

173,781

Gross profit

96,359

133,422

103,901

153,294

Selling, general and administrative expense

51,794

51,490

55,315

58,548

The following tables show the adjustment of the warranty presentation change to our North America segment significant segment expenses impacted by the change including cost of sales and segment selling, general and administrative expense for fiscal quarters in fiscal year 2025 and 2024, respectively.

(Dollars in thousands)

2025 North America - As Reported

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

88,333

114,615

98,223

Segment selling, general and administrative expense

49,625

51,390

47,831

(Dollars in thousands)

2025 North America - After Change in Presentation (1)

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

95,826

124,335

106,141

Segment selling, general and administrative expense

42,132

41,670

39,913

(1) For the three months ended December 31, 2025, $12.1 million of warranty costs were presented within cost of sales within the NAM segment.

(Dollars in thousands)

2024 North America - As Reported

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

83,552

113,683

93,092

130,896

Segment selling, general and administrative expense

44,161

46,325

44,200

53,335

(Dollars in thousands)

2024 North America - After Change in Presentation

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

91,069

124,488

101,695

144,972

Segment selling, general and administrative expense

36,644

35,520

35,597

39,259

The following tables show the adjustment of the warranty presentation change to our Europe & Rest of World segment significant segment expenses impacted by the change including cost of sales and segment selling, general and administrative expense for fiscal quarters in fiscal year 2025 and 2024, respectively.

(Dollars in thousands)

2025 Europe & Rest of World - As Reported

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

27,133

27,149

20,977

Segment selling, general and administrative expense

7,772

9,358

8,549

(Dollars in thousands)

2025 Europe & Rest of World - After Change in Presentation (1)

Three months ended

March 29, 2025

June 28, 2025

September 27, 2025

Cost of sales

27,762

27,814

21,494

Segment selling, general and administrative expense

7,143

8,693

8,032

(1) For the three months ended December 31, 2025, $0.6 million of warranty costs were presented within cost of sales within the E&RW segment.

(Dollars in thousands)

2024 Europe & Rest of World - As Reported

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

24,438

25,623

21,382

28,183

Segment selling, general and administrative expense

8,338

9,019

8,402

7,832

(Dollars in thousands)

2024 Europe & Rest of World - After Change in Presentation

Three months ended

March 30, 2024

June 29, 2024

September 28, 2024

December 31, 2024

Cost of sales

25,141

26,483

21,973

28,809

Segment selling, general and administrative expense

7,635

8,159

7,811

7,206

Reconciliations

Consolidated Reconciliations

Adjusted EBITDA and Adjusted EBITDA Margin Reconciliations (Non-GAAP)

Following is a reconciliation from net income to adjusted EBITDA:

(Dollars in thousands)

Three Months Ended

Year Ended

December 31,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Net income

68,410

54,733

151,570

118,655

Depreciation

5,809

6,149

22,835

20,078

Amortization

8,643

9,484

34,451

35,783

Interest expense, net

11,665

13,563

50,282

62,163

Income taxes

6,901

8,686

33,067

25,527

Loss on debt extinguishment

—

4,926

EBITDA

101,428

92,615

292,205

267,132

Stock-based compensation (a)

—

608

Currency exchange items (b)

(159

)

(366

)

(836

)

Acquisition and restructuring related expense, net (c)

119

3,976

3,886

6,464

Other (d)

1,487

2,422

3,052

4,079

Total Adjustments

1,447

6,084

7,074

10,315

Adjusted EBITDA

102,875

98,699

299,279

277,447

Net income margin

19.6

16.7

13.5

11.3

Adjusted EBITDA margin

29.4

30.2

26.7

26.4

(a)

Represents non-cash stock-based compensation expense related to equity awards issued to management, employees, and directors. The adjustment includes only expense related to awards issued under the 2017 Equity Incentive Plan, which were awards granted prior to the effective date of Hayward’s initial public offering (the “IPO”).

(b)

Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts.

(c)

Adjustments in the fiscal quarter ended December 31, 2025 are primarily driven by $0.1 million of costs related to transaction costs for an asset acquisition closed during the fourth quarter.

Adjustments in the fiscal quarter ended December 31, 2024 are primarily driven by $2.9 million of compensation expenses for the retention of key employees acquired in the ChlorKing acquisition. Pursuant to the ChlorKing acquisition agreement, this $3.2 million was part of a total $6.3 million employee retention payment that was deposited into an escrow account on the date of acquisition. The full amount held in escrow was released to the specified key employees if such employees were employed by Hayward on the one-year anniversary of the acquisition. These payments were contingent on continued employment and were not dependent on the achievement of any metric or performance measure. The retention costs were recognized over the 12-month period from the date of acquisition. Additionally, there were $0.9 million of termination benefits related to a reduction-in-force within E&RW and $0.1 million of transaction and integration costs associated with the acquisition of the ChlorKing business.

Adjustments in the year ended December 31, 2025 are primarily driven by $3.1 million of compensation expenses for the retention of key employees acquired in the ChlorKing acquisition pursuant to the conditions in the acquisition agreement discussed above. Other adjustments for the year ended December 31, 2025 include $0.4 million of costs related to restructuring actions in E&RW, $0.3 million of separation costs for the consolidation of operations in North America and $0.2 million of other acquisition and integration costs, partially offset by a reduction in expense of $0.2 million to finalize the relocation of the Company's corporate office functions to Charlotte, North Carolina from Berkeley Heights, New Jersey.

Adjustments in the year ended December 31, 2024 are primarily driven by $3.2 million of compensation expenses for the retention of key employees acquired in the ChlorKing acquisition pursuant to the conditions in the acquisition agreement discussed above. Other adjustments for the year ended December 31, 2024 include $1.1 million of transaction and integration costs associated with the acquisition for the ChlorKing business, $0.9 million of termination benefits related to a reduction-in-force within E&RW, $0.8 million of separation and other costs associated with the centralization and consolidation of operations in Europe and $0.4 million of costs to finalize restructuring actions initiated in prior years.

(d)

Adjustments in the fiscal quarter ended December 31, 2025 are driven by $1.5 million for the settlement in principle of the securities class action litigation. Additional expenses will be paid by the Company's insurance carriers pursuant to the Company's retention amount with its insurance carriers.

Adjustments in the fiscal quarter ended December 31, 2024 are primarily driven by a $1.6 million increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the acquisition of the ChlorKing business and $0.7 million of costs sustained from flood damage associated with a hurricane at a contract manufacturing facility.

Adjustments in the year ended December 31, 2025 primarily include $4.3 million for the settlement in principle of the securities class action litigation. Expenses beyond the $4.3 million related to this case are subject to insurance recoveries pursuant to the Company’s retention amount with its insurance carriers. Other adjustments include $1.3 million of income from insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

Adjustments in the year ended December 31, 2024 are primarily driven by a $3.3 million increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the acquisition of the ChlorKing business, $0.7 million of costs sustained from flood damage associated with a hurricane at a contract manufacturing facility and $0.5 million of costs incurred related to litigation, partially offset by $0.5 million of gains on the sale of assets.

Adjusted Net Income and Adjusted EPS Reconciliation (Non-GAAP)

Following is a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share:

(Dollars in thousands, except per share data)

Three Months Ended

Year Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Net income

68,410

54,733

151,570

118,655

Tax adjustments (a)

(11,697

)

(7,167

)

(12,369

)

(9,389

)

Other adjustments and amortization:

Stock-based compensation (b)

—

608

Currency exchange items (c)

(159

)

(366

)

(836

)

Acquisition and restructuring related expense, net (d)

119

3,976

3,886

6,464

Other (e)

1,487

2,422

3,052

4,079

Total other adjustments

1,447

6,084

7,074

10,315

Loss on debt extinguishment

—

4,926

Amortization

8,643

9,484

34,451

35,783

Tax effect (f)

(2,492

)

(3,892

)

(10,219

)

(12,356

)

Adjusted net income

64,311

59,242

170,507

147,934

Weighted average number of common shares outstanding, basic

217,159,379

215,584,373

216,593,972

215,028,683

Weighted average number of common shares outstanding, diluted

222,531,701

221,872,482

222,225,777

221,370,188

Basic EPS

0.32

0.25

0.70

0.55

Diluted EPS

0.31

0.25

0.68

0.54

Adjusted basic EPS

0.30

0.27

0.79

0.69

Adjusted diluted EPS

0.29

0.27

0.77

0.67

(a)

Tax adjustments for the three and twelve months ended December 31, 2025 reflect a normalized tax rate of 24.7% and 24.6%, respectively, compared to the Company’s effective tax rate of 9.2% and 17.9%, respectively. The Company’s effective tax rate for the three and twelve months ended December 31, 2025 is primarily driven by a decrease in the applicable state tax rate on certain deferred income. Tax adjustments for the three and twelve months ended December 31, 2024 reflect a normalized tax rate of 25% and 24.2%, respectively, compared to the Company's effective tax rate of 13.7% and 17.7%, respectively. The Company’s effective tax rate for the three and twelve months ended December 31, 2024 primarily includes the tax benefits resulting from prior period return-to-provision adjustments, revaluation of deferred tax liabilities as a result of state tax changes, and the exercise of stock options along with other miscellaneous items.

(b)

(c)

Represents unrealized non-cash (gains) losses on foreign denominated monetary assets and liabilities and foreign currency contracts.

(d)

Adjustments in the fiscal quarter ended December 31, 2025 are primarily driven by $0.1 million of costs related to transaction costs for an asset acquisition closed during the fourth quarter.

(e)

(f)

The tax effect represents the immediately preceding adjustments at the normalized tax rates as discussed in footnote (a) above.

Segment Reconciliations

Following is a reconciliation from segment income and segment income margin to adjusted segment income and adjusted segment income margin for the North America (“NAM”) and Europe & Rest of World (“E&RW”) segments:

(Dollars in thousands)

Three Months Ended

December 31, 2025

December 31, 2024

NAM

E&RW

NAM

E&RW

Segment income

102,543

6,166

95,089

4,832

Depreciation

4,917

467

5,370

424

Amortization

1,769

—

2,111

—

Other (a)

—

2,356

—

Total adjustments

6,692

467

9,837

424

Adjusted segment income

109,235

6,633

104,926

5,256

Segment income margin %

33.2

15.1

33.2

11.8

Adjusted segment income margin %

35.4

16.3

36.7

12.8

(a)

Adjustments in the fiscal quarter ended December 31, 2025 for NAM represent losses on the sale of assets.

Adjustments in the fiscal quarter ended December 31, 2024 for NAM are primarily driven by a $1.6 million increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the acquisition of the ChlorKing business and $0.7 million of costs sustained from flood damage associated with a hurricane at a contract manufacturing facility.

(Dollars in thousands)

Year Ended

December 31, 2025

December 31, 2024

NAM

E&RW

NAM

E&RW

Segment income

284,758

26,540

261,735

21,632

Depreciation

19,540

1,761

17,989

1,215

Amortization

6,990

—

6,985

—

Stock-based compensation (a)

—

176

Other (b)

(605

)

—

4,079

—

Total adjustments

25,925

1,761

29,229

1,225

Adjusted segment income

310,683

28,301

290,964

22,857

Segment income margin %

29.7

16.3

29.2

13.9

Adjusted segment income margin %

32.4

17.4

32.5

14.6

(a)

(b)

Adjustments in the year ended December 31, 2025 for NAM primarily includes $0.6 million of insurance proceeds related to flood damage associated with a hurricane at a contract manufacturing facility.

Adjustments in the year ended December 31, 2024 for NAM include a $3.3 million increase in cost of goods sold resulting from the fair value inventory step-up adjustment recognized as part of the purchase accounting for the acquisition of the ChlorKing business and $0.7 million of costs related to a flood sustained at a contract manufacturer.