What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-13 · 28 added, 33 removed, 115 unchanged (35% of the section changed)

4 unchanged sentences

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

Management’s Report on Internal Controls Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

1 unchanged sentence

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting following an exemption established by the JOBS Act for “emerging growth companies.”

This Annual Report does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting following an exemption established by the JOBS Act for “emerging growth companies.”

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Starting in the second quarter of 2024, as part of a multi-year implementation of a new enterprise resource planning (“ERP”) system, the Company began utilizing certain aspects of the new ERP system.

Eventually, this ERP system will replace the existing core financial systems.

The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information, improve data management and provide timely information to its management team.

The Company does not believe the changes implemented to date represent a material change in internal control over financial reporting.

There were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

3 unchanged sentences

Other Information

Form of Equity Award Agreement

On March 4, 2024, the Compensation Committee approved a new Form of Performance Stock Unit Award Agreement for grants of performance stock units under the Latham Group, Inc.

2021 Omnibus Incentive Plan, which is attached hereto as Exhibit 10.20 and is incorporated herein by reference.

The new form of equity award agreement was used for a portion of the annual equity awards to executive officers on March 4, 2024.

Rule 10b5-1 Plans

4 unchanged sentences

“Proposal One:

Election of Class III Directors,” “Board of Directors and Corporate Governance – Class I Directors—Term Expiring at the 2025 Annual Meeting,” “Board of Directors and Corporate Governance – Class II Directors—Term Expiring at the 2026 Annual Meeting,” “Board of Directors and Corporate Governance – Board Committees – Audit Committee,” “Board of Directors and Corporate Governance – Key Governance Policies – Code of Business Conduct and Ethics,” “Executive Officers” and “Delinquent Section 16(a) Reports.”

Election of Class I Directors,” “Board of Directors and Corporate Governance – Class II Directors—Term Expiring at the 2026 Annual Meeting,” “Board of Directors and Corporate Governance – Class III Directors—Term Expiring at the 2027 Annual Meeting,” “Board of Directors and Corporate Governance – Board Committee,” “Board of Directors and Corporate Governance – Board Committees – Audit Committee,” “Board of Directors and Corporate Governance – Key Governance Policies – Code of Business Conduct and Ethics,” “Executive Officers” and “Delinquent Section 16(a) Reports,” and “Board of Directors and Corporate Governance – Key Governance Policies – Securities Trading Policy;

Prohibition on Hedging and Pledging of Company Securities.”

Executive Compensation

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference:

“Director Compensation” and “Named Executive Officer Compensation Tables.”

“Director Compensation,” “Named Executive Officer Compensation” and “Named Executive Officer Compensation Tables.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

13 unchanged sentences

All schedules are omitted since they are not applicable, not required, or the information required to be set forth therein is included under Part II, Item 8, Financial Statements and Supplementary Data.

The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K.

The exhibits listed in the Exhibit Index immediately below are filed as part of this Annual Report.

EXHIBIT INDEX

15 unchanged sentences

and each of its directors and executive officers (incorporated by reference to Exhibit 10.3 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.

Employment Agreement by and between Scott Rajeski and Latham Pool Products, Inc., dated December 17, 2018 (incorporated by reference to Exhibit 10.8 to Latham Group, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 15, 2021 (File No.

Exhibit Description

Retirement Agreement by and between J.

Mark Borseth and Latham Pool Products, Inc., dated June 12, 2022 (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2022 (File No.

Employment Agreement by and between J.

Mark Borseth and Latham Group, Inc., dated February 6, 2023 (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Current Report on Form 8-K filed with the Commission on February 6, 2023 (File No.

Amendment to Employment Agreement, by and between J.

Mark Borseth and Latham Group, Inc., dated July 24, 2023 (incorporated by reference to Exhibit 10.4 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 25, 2023 (File No.

Offer Letter, by and between Oliver C.

Gloe and Latham Pool Products, Inc., dated October 20, 2023 (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on October 24, 2023 (File No.

Exhibit Description

Form of Amendment to Employment Agreement (Specified Executive Officers) (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on July 25, 2023 (File No.

11 unchanged sentences

Form of Stock Appreciation Right Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023 (incorporated by reference to Exhibit 10.15 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.

Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan (filed herewith)

Exhibit Description

Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 13, 2024 (File No.

Latham Group, Inc.

Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.16 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.

Amended and Restated Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.16 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 (File No.

Form of Latham Group, Inc.

Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.17 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.

Subsidiaries of the registrant (filed herewith)

Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith)

Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) (filed herewith)

Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) (filed herewith)

Securities Trading Policy

Subsidiaries of the registrant

Consent of Deloitte & Touche LLP, independent registered public accounting firm

Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)

Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)

Exhibit Description

Certification by the CEO, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification by the CFO, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Policy for the Recovery of Erroneously Awarded Compensation

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 13, 2024 (File No.

iXBRL Instance Document

4 unchanged sentences

iXBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101)

# Certain of the exhibits or portions of exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

We agree to furnish a copy of all omitted exhibits and schedules to the SEC upon request.

† Indicates management contract or compensatory plan.

* Filed herewith.

# Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

** A signed original of the written statement required by Section 906 has been provided to the Company and will be retained by the Company and forwarded to the SEC or its staff upon request.

** Furnished herewith.

Form 10-K Summary

19 unchanged sentences

(Principal Accounting Officer)

Chairman of the Board

March 5, 2025

Cline, Chairman

/s/ Brian Pratt

2 unchanged sentences

March 5, 2025

/s/ Robert D.

March 5, 2025

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures