Hayward Holdings (HAYW) FY2025 10-K Risk Factors: 9 New, 5 Dropped

What the changes say

Hayward Holdings added specific risks regarding AI adoption, supply chain lead times, and new ERP implementations.
Debt totals decreased to $963.5 million while goodwill dropped to $1,954.2 million.

What changed since the prior 10-K

New

NewRisks Related to Our Business
Our ability to keep pace with rapidly evolving technological developments, including AI technologies, and to effectively develop, deploy and manage such technologies could adversely affect our competitiveness, increase our costs and expose us to regulatory scrutiny, liability and reputational risk
Adopting AI technologies and keeping pace with digital developments could increase costs, trigger regulatory scrutiny, or harm competitiveness.
NewRisks Related to Our Business
supply chain lead times and macroeconomic conditions, our revenue may fluctuate from period-to-period. For example, our results of operations have been negatively impacted, and in the future may be negatively impacted, by distributors reducing inventory levels
Period revenue may fluctuate as pool equipment distributors reduce inventory levels and weather patterns alter seasonal pool usage.
NewRisks Related to Our Business
manufactured or distributed by another entity, could also adversely affect demand for our products due to confusion regarding the scope of the recall or withdrawal, or due to actual or perceived harm to our reputation for quality and safety
Defective product designs, hazardous materials like asbestos, or competitor recalls could trigger costly consumer litigation and hurt quality reputations.
NewRisks Related to Our Business
demand for our products and otherwise adversely affect our business. One or more of these factors could have a material adverse effect on our business, financial condition, results of operations or cash flows
Implementing new enterprise resource planning and human resources information systems increases the risk of IT disruptions and security breaches.
NewRisks Related to Our Business
If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
Prior material weaknesses in internal controls over journal entries and segregation of duties could recur.
NewRisks Related to the Manufacturing, Supply and Distribution of Our Products
Tariffs and other trade restrictions could adversely affect our business and financial results, we face uncertainties regarding duty reduction and deferral programs, and we may not be able to implement strategies to offset impacts resulting from such tariffs
Tariffs on steel, aluminum, and Chinese components have increased costs and triggered international retaliatory tariffs.
NewRisks Related to Government Regulation
Changes in laws, regulations, government policies or regulatory interpretations could adversely affect our business, financial condition and results of operation
Evolving environmental, sustainability, and energy efficiency regulations may force costly design changes and limit product sales.
NewRisks Related to Intellectual Property Matters
be available on commercially reasonable terms, or at all, which could prevent us from continuing to manufacture or commercialize certain products
Inability to protect patents or trademarks could prevent the manufacturing of certain products.
NewRisks Related to Ownership of Our Common Stock
Our capital allocation decisions, including share repurchases, may not enhance stockholder value and could adversely affect our liquidity, financial flexibility and the market price of our common stock
Share repurchase programs may not enhance stockholder value and could negatively impact liquidity and stock price volatility.

Dropped

DroppedRisks Related to Our Business
we are unable to attract and retain high-quality executives or key personnel in the future, our business may be adversely affected
DroppedRisks Related to Our Business
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations and the listing standards of the NYSE
DroppedRisks Related to the Manufacturing, Supply and Distribution of Our Products
Tariffs and other trade restrictions could adversely affect our business and financial results, and we may not be able to raise prices sufficiently to offset increased costs caused by any such tariffs
DroppedRisks Related to Intellectual Property Matters
If we fail to successfully enforce our intellectual property rights or register new patents, our competitive position could suffer, which could have a material adverse effect on our business, financial condition, results of operations and cash flows
DroppedRisks Related to Our Indebtedness
month. As of December 31, 2024, we had no outstanding borrowings under our ABL Facility and approximately $163.4 million of undrawn lines of credit available under the ABL Facility

Reworded

97% rewrittenRisks Related to Our Business
Disruptions in the financial markets could adversely affect us, our customers, consumers and suppliers by increasing funding costs or reducing the availability of credit
Updated credit market disruption text to mention volatility and specify impacts on supplier and consumer financing.
95% rewrittenRisks Related to the Manufacturing, Supply and Distribution of Our Products
The cost of raw materials could increase our cost of goods sold and adversely affect our results of operations and financial condition
Expanded raw material risk to list ruthenium, energy costs, transportation constraints, trade policies, and geopolitical conditions.
Was: The cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition to suffer
95% rewrittenRisks Related to Our Business
We depend on our ability to attract, develop, and retain highly qualified personnel, including key members of management
Added specific mention of hiring and onboarding additional personnel during periods of unexpected demand.
94% rewrittenRisks Related to Our Business
Changes in our effective tax rate or exposure to additional income tax liabilities could adversely affect our financial results
Changed tax risk from prior year to focus on effective tax rate fluctuations and geographic earnings mix.
94% rewrittenRisks Related to Our Business
We have significant goodwill and intangible assets, and future impairment of our goodwill and intangible assets could have a material adverse effect on our results of operations
Updated goodwill and intangible assets figure down to $1,954.2 million representing 62% of total assets.
93% rewrittenRisks Related to Intellectual Property Matters
We may not be able to effectively enforce our intellectual property rights in all jurisdictions
Added risk of third parties manufacturing and exporting infringing products into protected jurisdictions.
Was: We may not be able to effectively enforce our intellectual property rights throughout the world
93% rewrittenRisks Related to Our Indebtedness
Our indebtedness could adversely affect our financial condition
Updated total indebtedness figure to $963.5 million and ABL facility availability to $124.9 million as of December 31, 2025.
93% rewrittenRisks Related to Our Business
We may experience cost increases and other inflation
Added threats from volatile commodity markets and immigration policies affecting labor availability and costs.
Was: We may experience cost and other inflation
92% rewrittenRisks Related to Government Regulation
There is increasing scrutiny from stakeholders on environmental, social and other sustainability matters
92% rewrittenRisks Related to Government Regulation
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations
91% rewrittenRisks Related to the Manufacturing, Supply and Distribution of Our Products
If we or our customers do not manage product inventory in an effective and efficient manner, our profitability could be adversely affected
Was: If we or our customers do not manage product inventory in an effective and efficient manner, it could adversely affect profitability
90% rewrittenRisks Related to Government Regulation
Our failure to comply with international trade compliance regulations and changes in U.S. government sanctions, could have a material adverse effect on us
Was: Our failure to satisfy international trade compliance regulations, and changes in U.S. government sanctions, could have a material adverse effect on us
90% rewrittenRisks Related to Our Business
Misuse of our technology-enabled products could lead to reduced sales, increased costs, liability claims or harm to our reputation
90% rewrittenRisks Related to the Manufacturing, Supply and Distribution of Our Products
We depend on suppliers, including single-source suppliers, and, in certain cases, sole-source suppliers, to provide components used in our products, and any failure to obtain such components could have a material adverse effect on our business, product inventories, sales and profit margins
Was: We depend on suppliers, including single-source suppliers and, in a few cases, sole-source suppliers, to consistently supply us with components for our products, and any failure to procure such components could have a material adverse effect on our business, product inventories, sales and profit margins
89% rewrittenRisks Related to Our Indebtedness
Despite our existing indebtedness, we may incur additional debt, which could increase the risks described herein, and we may also require additional capital that may not be available on acceptable terms, if at all
Was: Despite our debt, we may still be able to incur significantly more debt, which would increase the risks described herein. We may also require additional capital, which may not be available on acceptable terms, if at all
89% rewrittenRisks Related to Our Business
We may not be able to identify, finance and complete suitable acquisitions, and any completed acquisitions may be unsuccessful or consume significant resources
88% rewrittenRisks Related to Government Regulation
The nature of our business subjects us to compliance with, and potential liabilities under, employment, environmental, health, transportation, safety, and other governmental laws and regulations
Was: The nature of our business subjects us to compliance with, and liabilities under, employment, environmental, health, transportation, safety, and other governmental regulations
88% rewrittenRisks Related to Our Indebtedness
Servicing our debt requires a significant amount of cash, and we may be unable to generate sufficient cash flow to meet our debt service obligations
Was: Servicing our debt requires a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations
87% rewrittenRisks Related to the Manufacturing, Supply and Distribution of Our Products
Product manufacturing disruptions, including as a result of catastrophic or other events beyond our control, could prevent us from meeting customer demand or increase our costs
Was: Product manufacturing disruptions, including as a result of catastrophic and other events beyond our control, could cause us to be unable to meet customer demands or increase our costs
87% rewrittenRisks Related to Intellectual Property Matters
We rely on access to intellectual property owned by third parties, and our ability to develop and commercialize certain products depends on the terms of licenses granted to us by such parties
Was: We rely on access to intellectual property owned by third parties, so our rights to develop and commercialize certain products are subject to the terms and conditions of licenses granted to us by others
84% rewrittenRisks Related to Our Business
Difficulties in operating or implementing a new ERP system or human resources information system could adversely affect our operations and financial reporting
Was: We may encounter difficulties in operating or implementing a new ERP system and human resources information system, which may adversely affect our operations and financial reporting
84% rewrittenRisks Related to Our Business
We are exposed to political, regulatory, economic, trade and other risks arising from our international operations, including risks associated with geopolitical conflicts
Was: We are exposed to political, regulatory, economic, trade and other risks that arise from our international business operations, including the risks associated with geopolitical conflicts
84% rewrittenRisks Related to Our Business
We may be negatively impacted by litigation and other claims, including intellectual property, product liability or warranty claims, and health and safety matters, including product recalls
Was: We may be negatively impacted by litigation and other claims, including intellectual property, product liability or warranty claims, and health and safety concerns, including product recalls
83% rewrittenRisks Related to our Corporate Structure
Provisions in our certificate of incorporation, bylaws and Delaware law may deter takeover efforts that stockholders may believe to be beneficial to stockholder value
Was: Provisions in our charter documents and Delaware law may deter takeover efforts that stockholders may believe to be beneficial to stockholder value
81% rewrittenRisks Related to Intellectual Property Matters
If our trademarks and trade names are not adequately protected, we may be unable to build name recognition in our markets, and third parties could assert trademark infringement claims against us
Was: If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest, and third parties could assert trademark infringement claims against us
79% rewrittenRisks Related to Government Regulation
Our employees, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
79% rewrittenRisks Related to Ownership of Our Common Stock
The market price of our common stock has been, and may continue to be, volatile, and the value of an investment in our common stock could decline
Was: The price of our common stock has been, and may in the future be, volatile and your investment in our common stock could suffer a decline in value
77% rewrittenRisks Related to Our Indebtedness
Because our operations are conducted through our subsidiaries, we depend on distributions and other payments from our subsidiaries to fund our operations and expenses
Was: Because our operations are conducted through our subsidiaries, we are dependent on the receipt of distributions and dividends or other payments from our subsidiaries for cash to fund our operations and expenses, including to make future dividend payments, if any
76% rewrittenRisks Related to Government Regulation
Our handling of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, which may have a material adverse effect on our reputation, business, financial condition and results of operations
75% rewrittenRisks Related to Our Business
Our results of operations and cash flows may fluctuate from quarter to quarter for many reasons, including seasonality and weather conditions
73% rewrittenRisks Related to Our Indebtedness
The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to change or to take certain actions
73% rewrittenRisks Related to Our Business
We are exposed to credit risk on our accounts receivable, and this risk is heightened during periods of weak economic conditions
Was: We are exposed to credit risk on our accounts receivable and this risk is heightened during periods when economic conditions worsen
73% rewrittenRisks Related to Our Business
Exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows
73% rewrittenRisks Related to Our Business
Our business depends on the performance of distributors, builders, buying groups, retailers and servicers
71% rewrittenRisks Related to our Corporate Structure
Our certificate of incorporation designates specific courts as the exclusive forum for certain claims, which could discourage lawsuits against the Company and our directors and officers
Was: Our certificate of incorporation, as currently amended, designates specific courts as the sole and exclusive forum for certain claims or causes of action that may be brought by our stockholders, which could discourage lawsuits against us and our directors and officers
71% rewrittenRisks Related to Ownership of Our Common Stock
In the future, we may issue additional shares of our common stock or other equity securities, or securities convertible into or exchangeable for equity securities. Any such issuances could dilute the economic and voting interests of existing stockholders and could reduce the market price of our common stock
Was: In the future, we may issue additional shares of our common stock. Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders and reduce the market price of our common stock
68% rewrittenRisks Related to Our Business
A loss of, or material cancellation, reduction or delay in purchases by, one or more of our largest customers could harm our business
67% rewrittenRisks Related to Intellectual Property Matters
We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed trade secrets or other proprietary information of their current or former employers, or claims asserting ownership of intellectual property that we regard as our own
Was: We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
64% rewrittenRisks Related to Our Business
Past growth may not be indicative of future growth
59% rewrittenRisks Related to Our Business
Our future success depends on developing, manufacturing and attaining market adoption of new products and maintaining product quality and reliability. Even if we attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed
Was: Our future success depends on developing, manufacturing and attaining market adoption of new products. Even if we attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed
53% rewrittenRisks Related to Our Business
The demand for our products may be adversely affected by unfavorable economic and business conditions
Was: The demand for our swimming pool equipment products may be adversely affected by unfavorable economic and business conditions
22% rewrittenRisks Related to Our Business
We operate in markets with high levels of competition, which may result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products

All 52 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

01Our business depends on the performance of distributors, builders, buying groups, retailers and servicers73% rewritten
02The demand for our products may be adversely affected by unfavorable economic and business conditions53% rewritten
03We operate in markets with high levels of competition, which may result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products22% rewritten
04Our future success depends on developing, manufacturing and attaining market adoption of new products and maintaining product quality and reliability. Even if we attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed59% rewritten
05Our ability to keep pace with rapidly evolving technological developments, including AI technologies, and to effectively develop, deploy and manage such technologies could adversely affect our competitiveness, increase our costs and expose us to regulatory scrutiny, liability and reputational riskNew
06Our results of operations and cash flows may fluctuate from quarter to quarter for many reasons, including seasonality and weather conditions75% rewritten
07supply chain lead times and macroeconomic conditions, our revenue may fluctuate from period-to-period. For example, our results of operations have been negatively impacted, and in the future may be negatively impacted, by distributors reducing inventory levelsNew
08A loss of, or material cancellation, reduction or delay in purchases by, one or more of our largest customers could harm our business68% rewritten
09We are exposed to credit risk on our accounts receivable, and this risk is heightened during periods of weak economic conditions73% rewritten
10We are exposed to political, regulatory, economic, trade and other risks arising from our international operations, including risks associated with geopolitical conflicts84% rewritten
11Past growth may not be indicative of future growth64% rewritten
12We may not be able to identify, finance and complete suitable acquisitions, and any completed acquisitions may be unsuccessful or consume significant resources89% rewritten
13We may be negatively impacted by litigation and other claims, including intellectual property, product liability or warranty claims, and health and safety matters, including product recalls84% rewritten
14manufactured or distributed by another entity, could also adversely affect demand for our products due to confusion regarding the scope of the recall or withdrawal, or due to actual or perceived harm to our reputation for quality and safetyNew
15We have significant goodwill and intangible assets, and future impairment of our goodwill and intangible assets could have a material adverse effect on our results of operations94% rewritten
16Exchange rate fluctuations could adversely affect our financial condition, results of operations and cash flows73% rewritten
17Changes in our effective tax rate or exposure to additional income tax liabilities could adversely affect our financial results94% rewritten
18We may experience cost increases and other inflation93% rewritten
19We depend on our ability to attract, develop, and retain highly qualified personnel, including key members of management95% rewritten
20Disruptions in the financial markets could adversely affect us, our customers, consumers and suppliers by increasing funding costs or reducing the availability of credit97% rewritten
21demand for our products and otherwise adversely affect our business. One or more of these factors could have a material adverse effect on our business, financial condition, results of operations or cash flowsNew
22Difficulties in operating or implementing a new ERP system or human resources information system could adversely affect our operations and financial reporting84% rewritten
23Misuse of our technology-enabled products could lead to reduced sales, increased costs, liability claims or harm to our reputation90% rewritten
24If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impairedNew

Risks Related to the Manufacturing, Supply and Distribution of Our Products

25We depend on suppliers, including single-source suppliers, and, in certain cases, sole-source suppliers, to provide components used in our products, and any failure to obtain such components could have a material adverse effect on our business, product inventories, sales and profit margins90% rewritten
26If we or our customers do not manage product inventory in an effective and efficient manner, our profitability could be adversely affected91% rewritten
27Product manufacturing disruptions, including as a result of catastrophic or other events beyond our control, could prevent us from meeting customer demand or increase our costs87% rewritten
28Tariffs and other trade restrictions could adversely affect our business and financial results, we face uncertainties regarding duty reduction and deferral programs, and we may not be able to implement strategies to offset impacts resulting from such tariffsNew
29The cost of raw materials could increase our cost of goods sold and adversely affect our results of operations and financial condition95% rewritten

Risks Related to Government Regulation

30The nature of our business subjects us to compliance with, and potential liabilities under, employment, environmental, health, transportation, safety, and other governmental laws and regulations88% rewritten
31Our handling of personal information could give rise to significant costs and liabilities, including as a result of governmental regulation, which may have a material adverse effect on our reputation, business, financial condition and results of operations76% rewritten
32Our employees, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements79% rewritten
33Our failure to comply with international trade compliance regulations and changes in U.S. government sanctions, could have a material adverse effect on us90% rewritten
34Changes in laws, regulations, government policies or regulatory interpretations could adversely affect our business, financial condition and results of operationNew
35Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations92% rewritten
36There is increasing scrutiny from stakeholders on environmental, social and other sustainability matters92% rewritten

Risks Related to Intellectual Property Matters

37be available on commercially reasonable terms, or at all, which could prevent us from continuing to manufacture or commercialize certain productsNew
38If our trademarks and trade names are not adequately protected, we may be unable to build name recognition in our markets, and third parties could assert trademark infringement claims against us81% rewritten
39We rely on access to intellectual property owned by third parties, and our ability to develop and commercialize certain products depends on the terms of licenses granted to us by such parties87% rewritten
40We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed trade secrets or other proprietary information of their current or former employers, or claims asserting ownership of intellectual property that we regard as our own67% rewritten
41We may not be able to effectively enforce our intellectual property rights in all jurisdictions93% rewritten

Risks Related to Our Indebtedness

42Our indebtedness could adversely affect our financial condition93% rewritten
43Servicing our debt requires a significant amount of cash, and we may be unable to generate sufficient cash flow to meet our debt service obligations88% rewritten
44The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to change or to take certain actions73% rewritten
45Because our operations are conducted through our subsidiaries, we depend on distributions and other payments from our subsidiaries to fund our operations and expenses77% rewritten
46Despite our existing indebtedness, we may incur additional debt, which could increase the risks described herein, and we may also require additional capital that may not be available on acceptable terms, if at all89% rewritten

Risks Related to our Corporate Structure

47Provisions in our certificate of incorporation, bylaws and Delaware law may deter takeover efforts that stockholders may believe to be beneficial to stockholder value83% rewritten
48Our certificate of incorporation designates specific courts as the exclusive forum for certain claims, which could discourage lawsuits against the Company and our directors and officers71% rewritten

Risks Related to Ownership of Our Common Stock

49Future sales of our common stock, or the perception that such sales may occur, may depress the market price of our common stock
50In the future, we may issue additional shares of our common stock or other equity securities, or securities convertible into or exchangeable for equity securities. Any such issuances could dilute the economic and voting interests of existing stockholders and could reduce the market price of our common stock71% rewritten
51The market price of our common stock has been, and may continue to be, volatile, and the value of an investment in our common stock could decline79% rewritten
52Our capital allocation decisions, including share repurchases, may not enhance stockholder value and could adversely affect our liquidity, financial flexibility and the market price of our common stockNew

Other Hayward Holdings 10-Ks

FY2024 10-K risk factors
48 risks
Concentrated customer risk with Pool Corporation representing 36 percent of net sales in Fiscal Year 2024. Substantial indebtedness totaling 973.9 million dollars creates ongoing liquidity and interest rate exposure. Significant goodwill and intangible assets of 1,974.1 million dollars subject to potential future impairment charges.
Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.