CCMP Capital, LP - 10 May 2023 Form 4 Insider Report for Hayward Holdings, Inc. (HAYW)

Footnote F1

Shares sold by the reporting person were part of an underwritten secondary offering (the "Offering") of 21,000,000 shares of the Issuer's common stock which closed on May 10, 2023.

Footnote F2

Shares sold by the reporting person were part of the underwriter's complete exercise of the option to purchase an additional 3,150,000 shares of the Issuer's common stock in connection with the Offering.

Footnote F3

CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), and CCMP Capital Investors III (Employee), L.P. ("CCMP Employee" and together with CCMP Capital Investors, the "CCMP Investors"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP").

Footnote F4

CCMP Capital Associates GP is wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of Hayward Holdings, Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F5

In connection with the consummation of the initial public offering of the Issuer's common stock, par value $0.001 per share ("Common Stock"), the CCMP Investors entered into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the Issuer and certain affiliates of MSD Partners, L.P. ("MSD") and the other stockholders named therein pursuant to which the CCMP Investors and MSD have agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them. By virtue of the Stockholders' Agreement, the CCMP Investors and MSD may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").

Footnote F6

In addition, each reporting person may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person disclaims any pecuniary interest in any shares of Common Stock held by the group with MSD except as reported as beneficially owned by the reporting persons in this Form 4.