Form 4: MSD Partners Significantly Reduces Stake in Hayward Holdings Through Share Sales and Distribution

MSD Partners, a 10% owner and director of Hayward Holdings, Inc., has significantly reduced its beneficial ownership through multiple share sales and a pro rata distribution to its members.

Summary

• MSD Partners, L.P., a 10% owner and director of Hayward Holdings, Inc. (HAYW), has reported multiple transactions reducing its beneficial ownership.
• On November 6, 2024, MSD Partners sold 73,459 shares of common stock at a weighted average price of $16.38 per share, with prices ranging from $16.25 to $16.73.
• Following this sale, MSD Partners' indirect beneficial ownership through MSD EIV Private, LLC was 1,231,935 shares.
• On November 7, 2024, MSD EIV Private, LLC conducted a pro rata distribution of 1,231,935 shares to its members for no consideration, effectively reducing MSD Partners' indirect beneficial ownership through this specific entity to zero.
• On June 3, 2025, MSD Partners sold an additional 153,474 shares of common stock at a weighted average price of $13.92 per share, with prices ranging from $13.68 to $14.10.
• After all reported transactions, MSD Partners' indirect beneficial ownership through MSD Aqua Partners, L.P. stands at 1,192,998 shares.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant reduction in beneficial ownership by a major institutional investor and director, MSD Partners. This divestment, especially with one sale occurring at a lower price, can signal a lack of confidence or a strategic exit, potentially leading to negative market perception and increased selling pressure on the stock.

Negatives

• A significant reduction in beneficial ownership by a 10% owner and director, MSD Partners, which could signal a lack of confidence in the company's future prospects.
• The sale on June 3, 2025, occurred at a lower average price ($13.92) compared to the November 6, 2024 sale ($16.38), indicating a potential decline in the stock's value over that period.
• The pro rata distribution, while not a direct market sale, still removes a substantial block of shares from the reporting person's indirect control, potentially increasing market float and selling pressure if members decide to sell.

Risks

• Increased selling pressure on Hayward Holdings' stock due to a large institutional investor reducing its stake.
• Potential negative investor sentiment following the divestment by a significant shareholder and board member.
• The declining sale price between the two reported sales dates (from $16.38 to $13.92) suggests potential downward price momentum for HAYW shares.

Future Outlook

NA

Industry Context

This filing reflects an institutional investor's decision to reduce its exposure to Hayward Holdings, a company operating in the pool and spa equipment industry. Such divestments by significant shareholders can sometimes be indicative of broader industry trends or specific company-level concerns, though this Form 4 does not provide explicit reasons beyond the transactions themselves.

Related Party Transactions

• The pro rata distribution of 1,231,935 shares by MSD EIV Private, LLC to its members for no consideration on November 7, 2024, is a related party transaction as it involves the transfer of shares within entities related to the reporting person.

Stakeholder Impact

• Shareholders: Existing shareholders may experience negative sentiment and potential downward pressure on the stock price due to a major investor's divestment.
• Management: The divestment by a director and significant owner might prompt questions regarding the company's strategic direction or future prospects.

Key Dates

Recommendation

Keywords

Hayward Holdings, HAYW, SEC Form 4, Insider Selling, MSD Partners, Share Sale, Beneficial Ownership, Director Transaction, Institutional Investor, Stock Divestment