Sec Form 3 Filing - MSD CAPITAL L P @ Hayward Holdings, Inc. - 2024-09-11

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MSD CAPITAL L P 2. Issuer Name and Ticker or Trading Symbol Hayward Holdings, Inc. [ HAYW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE VANDERBILT AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2024 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 43,997 D Common Stock 26,933,259 I See footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Ow ner Name / Address Relationships Director 10% Owner Officer Other MSD CAPITAL L P ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY10017 X DELL MICHAEL S ONE DELL WAY ROUND ROCK, TX78682 X Signatures MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 09/23/2024 Signature of Reporting Person Date Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 09/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 7,431,338 shares of Common Stock owned of record by MSD Private Capital Investments, L.P. ("MSD Private Capital Investments"), 17,036,176 shares of Common Stock owned of record by MSD Portfolio L.P. - Investments ("MSD Investments"), 1,015,307 shares of Common Stock owned of record by MSD Portfolio L.P. - SLD Personal Income ("SLD Personal Income"), and 1,450,438 shares of Common Stock owned of record by MSD Portfolio L.P. - MSD Personal Income ("MSD Personal Income" and together with MSD Capital, MSD Private Capital Investments, MSD Investments and SLD Personal Income, the "MSD Parties"). ( 2 )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. Mr. Dell disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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