Form 4: MSD Partners Reports Internal Distribution of Over 1.1 Million Hayward Holdings Shares

MSD Partners, L.P., a significant shareholder and director of Hayward Holdings, Inc., reported the acquisition of 1,192,998 common shares through an internal pro rata distribution from an affiliated entity for no consideration.

Summary

• MSD Partners, L.P., identified as a Director and 10% Owner of Hayward Holdings, Inc. (HAYW), filed a Form 4.
• The filing reports a transaction on June 10, 2025, involving the acquisition of 1,192,998 shares of Common Stock.
• The transaction was a pro rata distribution by MSD Aqua Partners, L.P. to its partners for no consideration, indicated by transaction code 'J'.
• Following this transaction, MSD Partners, L.P. beneficially owns these shares indirectly.
• MSD Aqua Partners, L.P. is the record holder, while MSD Partners, L.P. is the investment manager and may be deemed to beneficially own the securities.
• Further, MSD Partners (GP), LLC is the general partner of MSD Partners, and Gregg R. Lemkau maintains investment discretion, potentially deeming them beneficial owners, though Mr. Lemkau disclaims ownership except for pecuniary interest.

Sentiment

Score: 5

Explanation: The document reports an internal transfer of shares for no consideration, which is a neutral event from a market perspective, indicating no direct positive or negative impact on the company's operations or financial health.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details an internal restructuring of share ownership among affiliated entities of a significant insider (MSD Partners, L.P.) in Hayward Holdings, Inc. It does not reflect broader industry trends or competitive dynamics but rather a change in the beneficial ownership structure of a major shareholder.

Corporate Governance

Related Party Transactions

• The acquisition of 1,192,998 shares of Common Stock by MSD Partners, L.P. was a pro rata distribution from MSD Aqua Partners, L.P., an affiliated entity, for no consideration. This constitutes a related party transaction as it involves entities under common control or significant influence.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal transfer of shares among related entities of a major shareholder, not a market transaction that would affect share price or dilution. It provides transparency on the ownership structure of a significant holder.
• Employees, Customers, Suppliers, Creditors: No direct impact as the transaction relates solely to the beneficial ownership of shares by an insider and does not affect the company's operations, financial position, or strategic direction.

Key Dates

Keywords

Hayward Holdings, HAYW, MSD Partners, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Distribution, Corporate Governance