Hayward Holdings (HAYW) VP disposes 1,475 shares for RSU tax withholding

Rhea-AI Filing Summary

Hayward Holdings VP handles tax withholding via share transfer

Hayward Holdings, Inc. executive Kevin Gallagher, VP and Chief Engineering Officer, transferred 1,475 shares of common stock on a tax-withholding basis related to vesting of restricted stock units at a reported price of $16.00 per share, leaving him with 37,056 directly owned shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gallagher Kevin

(Last) (First) (Middle)

HAYWARD HOLDINGS, INC.

1415 VANTAGE PARK DRIVE, SUITE 400

(Street)

CHARLOTTE NC 28203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hayward Holdings, Inc. [ HAYW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Engineering Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2026		F		1,475(1)	D	$16	37,056	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted stock units.

Remarks:

	/s/ Susan Canning, attorney-in-fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Hayward Holdings (HAYW) report for Kevin Gallagher?

Hayward Holdings reported that executive Kevin Gallagher disposed of 1,475 common shares through tax withholding tied to restricted stock unit vesting. This was a tax-liability settlement, not an open-market sale, and he retained 37,056 common shares held directly afterward.

Was the Hayward Holdings (HAYW) insider transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld to satisfy tax withholding obligations from vesting restricted stock units, as indicated by code F and the footnote, meaning they were used to cover taxes rather than sold on the open market.

How many Hayward Holdings (HAYW) shares were involved in Kevin Gallagher’s Form 4?

The Form 4 shows 1,475 Hayward Holdings common shares disposed of at $16.00 per share through tax withholding. Following this transaction, Kevin Gallagher directly owned 37,056 common shares, according to the reported post-transaction ownership figure.

What does transaction code F mean for Hayward Holdings (HAYW) insider activity?

Transaction code F indicates a disposition of shares to pay an exercise price or tax liability. For Hayward Holdings, it shows Kevin Gallagher’s shares were withheld specifically to satisfy tax obligations related to vesting restricted stock units, not sold for discretionary portfolio reasons.

What is Kevin Gallagher’s remaining stake in Hayward Holdings (HAYW) after this filing?

After the tax-withholding disposition, Kevin Gallagher held 37,056 Hayward Holdings common shares directly. This figure reflects his ownership following the 1,475-share transfer used to cover tax obligations from restricted stock unit vesting.

Does the Hayward Holdings (HAYW) Form 4 suggest a change in insider sentiment?

The Form 4 does not clearly indicate a change in insider sentiment. The reported disposition was for tax withholding on restricted stock units, which is a routine administrative event rather than a discretionary decision to buy or sell shares in the market.