Hayward Holdings (HAYW): Schedule 13G/A (Amendment No. 4) was jointly filed by MSD Capital, L.P., Michael S. Dell, and MSD Portfolio L.P. - Investments, updating their passive ownership in the company’s common stock.
Michael S. Dell reports beneficial ownership of 5,685,664 shares, representing 2.6% of the class, including 5,077,602 shares held by the Michael & Susan Dell Foundation and 608,062 shares held by MSD Personal Income. MSD Capital, L.P. reports 608,062 shares, or 0.3%. Percentages are based on 216,863,239 shares outstanding as of October 27, 2025. The filing certifies the securities are not held to change or influence control.
Positive
None.
Negative
None.
Insights
Passive 13G/A shows sub‑5% holdings; no control intent stated.
Michael S. Dell reports beneficial ownership of 5,685,664 shares (2.6%) of Hayward common stock, comprised of 5,077,602 shares held by the Michael & Susan Dell Foundation and 608,062 shares held by MSD Personal Income. MSD Capital, L.P. reports 608,062 shares (0.3%).
Percentages are calculated against 216,863,239 shares outstanding as of October 27, 2025. The certification states the securities are not held to change or influence control, consistent with a Schedule 13G passive filing.
The event date is September 30, 2025. Actual market impact depends on holder decisions; this amendment itself does not specify transactions or sale plans.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Hayward Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
421298100
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
421298100
1
Names of Reporting Persons
MSD Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
608,062.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
608,062.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
608,062.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
421298100
1
Names of Reporting Persons
Michael S. Dell
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,685,664.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,685,664.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,685,664.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
421298100
1
Names of Reporting Persons
MSD Portfolio L.P. - Investments
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Hayward Holdings, Inc.
(b)
Address of issuer's principal executive offices:
1415 Vantage Park Drive, Suite 400, Charlotte, NC 28203
Item 2.
(a)
Name of person filing:
This Amendment No. 4 to Schedule 13G ("Amendment No. 4") is being jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), Michael S. Dell and MSD Portfolio L.P. - Investments ("MSD Investments") with respect to ownership of the common stock of the Company held by MSD Private Capital Investments, L.P. ("MSD Private Capital Investments"), MSD Portfolio L.P. - SLD Personal Income ("SLD Personal Income"), MSD Portfolio L.P. - MSD Personal Income ("MSD Personal Income"), and the Michael & Susan Dell Foundation (the "Foundation").
MSD Capital is the general partner of each of MSD Private Capital Investments, MSD Investments, SLD Personal Income and MSD Personal Income and may be deemed to beneficially own securities owned by them. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management.
The Reporting Persons have entered into a Joint Filing Agreement, dated November 13, 2025 a copy of which is filed with this Amendment No. 4 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of MSD Capital and MSD Investments is 550 Madison Ave, 20th Floor, New York, New York 10022.
The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.
(c)
Citizenship:
MSD Capital and MSD Investments are organized as limited partnerships under the laws of the State of Delaware. Mr. Dell is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
421298100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
MSD Capital (1) - 608,062
Michael S. Dell (2) - 5,685,664
MSD Investments - 0
MSD Capital Management (1) - 608,062
(1) Includes 0 shares of Common Stock owned of record by MSD Private Capital Investments, 0 shares of Common Stock owned of record by SLD Personal Income and 608,062 shares of Common Stock owned of record by MSD Personal Income.
(2) Includes 0 shares of Common Stock owned of record by MSD Private Capital Investments, 0 shares of Common Stock owned of record by SLD Personal Income, 608,062 shares of Common Stock owned of record by MSD Personal Income and 5,077,602 shares of Common Stock held by the Foundation.
(b)
Percent of class:
The percentages provided herein are calculated based upon 216,863,239 shares of the issuer's common stock outstanding as of October 27, 2025, as reported in the issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2025.
MSD Capital - 0.3%
Michael S. Dell - 2.6%
MSD Investments - 0%
MSD Capital Management - 0.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
MSD Capital - 0
Michael S. Dell - 0
MSD Investments - 0
MSD Capital Management - 0
(ii) Shared power to vote or to direct the vote:
MSD Capital - 608,062
Michael S. Dell - 5,685,664
MSD Investments - 0
MSD Capital Management - 608,062
(iii) Sole power to dispose or to direct the disposition of:
MSD Capital - 0
Michael S. Dell - 0
MSD Investments - 0
MSD Capital Management - 0
(iv) Shared power to dispose or to direct the disposition of:
MSD Capital - 608,062
Michael S. Dell - 5,685,664
MSD Investments - 0
MSD Capital Management - 608,062
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MSD Capital, L.P.
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Manager of MSD Capital Management LLC, its General Partner
Date:
11/13/2025
Michael S. Dell
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Attorney-in-Fact
Date:
11/13/2025
MSD Portfolio L.P. - Investments
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner
Date:
11/13/2025
Exhibit Information
Exhibit Description of Exhibit
24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell)
99.1 Joint Filing Agreement dated November 13, 2025
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
