Hayward (HAYW) SVP reports equity award and tax withholding trades

Rhea-AI Filing Summary

Hayward Holdings, Inc. senior vice president and chief legal officer Susan M. Canning reported equity compensation activity in company common stock. She acquired 3,109 shares on March 2, 2026 at $0.00 per share from a performance-based restricted stock unit award that vested after a three-year performance period tied to adjusted EBITDA and return on gross invested capital. On the same date, 885 shares at $15.98 per share and 6,330 shares at $16.00 per share were disposed of to cover tax withholding obligations related to these awards. After these transactions, she directly owned 104,830 common 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

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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^*

Canning Susan M.

(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)
	SVP, CLO, Corporate Secretary

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		A(1)		3,109	A	$0	112,045(2)	D
Common Stock	03/02/2026		F		885(3)	D	$15.98	111,160	D
Common Stock	03/02/2026		F		6,330(4)	D	$16	104,830	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 an award of performance based restricted stock units originally granted on March 2, 2023, the payout of which was subject to the achievement of certain performance criteria based on adjusted EBITDA and return on gross invested capital during a three-year performance period. On March 2, 2026, the Compensation Committee of the Board of Directors certified the performance achievement over the measurement period and authorized the vesting of the award. The restricted stock units converted into shares of common stock on a one-for-one basis.

2. Includes 268 shares of common stock transferred to the Reporting Person's direct ownership in a transaction exempt from reporting under Rule 16a-13.

3. Represents shares withheld to satisfy tax withholding obligations arising out of the delivery of the Common Stock underlying the performance based restricted stock units described in footnote 1 above.

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

Remarks:

	/s/ Susan Canning	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Hayward (HAYW) executive Susan M. Canning report?

Susan M. Canning reported equity compensation activity involving Hayward common stock. She received 3,109 shares from a vested performance-based restricted stock unit award and had 885 and 6,330 shares withheld the same day to satisfy tax obligations tied to these stock awards.

How many Hayward (HAYW) shares did Susan M. Canning acquire in the latest Form 4?

She acquired 3,109 shares of Hayward common stock. These came from a performance-based restricted stock unit award granted March 2, 2023, which vested after a three-year performance period once the Compensation Committee certified achievement of specified financial performance goals.

Why were some Hayward (HAYW) shares disposed of in Susan M. Canning’s Form 4?

The reported share dispositions represent tax-withholding transactions. A total of 885 shares at $15.98 and 6,330 shares at $16.00 were withheld to cover tax liabilities arising from the delivery and vesting of performance-based and time-based restricted stock unit awards.

What performance conditions were tied to Susan M. Canning’s Hayward (HAYW) stock award?

The performance-based restricted stock units were linked to adjusted EBITDA and return on gross invested capital over a three-year period. On March 2, 2026, the Compensation Committee certified performance achievement and authorized vesting, converting the units into common shares on a one-for-one basis.

How many Hayward (HAYW) shares does Susan M. Canning own after these transactions?

Following the reported equity award and tax-withholding dispositions, Susan M. Canning directly owns 104,830 shares of Hayward common stock. This figure reflects her updated direct ownership after the net impact of the vesting-related acquisition and the shares withheld for taxes.

Were Susan M. Canning’s Hayward (HAYW) Form 4 transactions open-market trades?

The filing shows no open-market purchases or sales. The acquisition reflects vesting of a performance-based restricted stock unit award, while the dispositions are shares withheld by the company to satisfy tax withholding obligations related to those stock-based compensation events.