What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-05 · 51 added, 40 removed, 103 unchanged (47% of the section changed)

10 unchanged sentences

Changes in 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.

Starting in the second quarter of 2024, as part of a multi-year implementation of a new ERP system, the Company began utilizing certain aspects of the new ERP system.

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

10 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

“Proposal One:

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;

Election of Class II Directors,” “Board of Directors and Corporate Governance – Class III Directors—Term Expiring at the 2027 Annual Meeting,” “Board of Directors and Corporate Governance – Class I Directors—Term Expiring at the 2028 Annual Meeting,” “Board of Directors and Corporate Governance – Board Committees,” “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.”

7 unchanged sentences

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:

“Board of Directors and Corporate Governance – Director Independence” and “Certain Relationships and Related Party Transactions.”

Principal Accounting Fees and Services

“Board of Directors and Corporate Governance – Director Independence,” "Board of Directors and Corporate Governance - Board Committees" and “Certain Relationships and Related Party Transactions.”

Principal Accountant Fees and Services

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

8 unchanged sentences

EXHIBIT INDEX

Exhibit Description

Number Exhibit Description

2.1# Merger Agreement by and between Latham Group, Inc.

15 unchanged sentences

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

10.6† Amended Offer Letter, by and between Oliver C.

Gloe and Latham Pool Products, Inc., dated May 12, 2025 (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025 (File No.

10.7† Offer Letter by and between Latham Pool Products, Inc.

and Sean Gadd, dated December 5, 2025 (incorporated by reference to Latham Group, Inc.’s Current Report on Form 8-K filed with the SEC on December 8, 2025 (File No.

10.8† Separation and Consulting Agreement by and between Latham Group, Inc.

and Scott Rajeski, dated December 5, 2025 (incorporated by reference to Latham Group, Inc.'s Current Report on Form 8-K filed with the SEC on December 8, 2025)

Number Exhibit Description

10.9† 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.

2 unchanged sentences

Officer Severance Plan (incorporated by reference to Exhibit 10.3 to Latham Group, Inc.’s Current Report on Form 8-K filed on July 25, 2023 with the SEC (File No.

10.12† First Amended Latham Pool Products, Inc.

Officer Severance Plan, dated August 1, 2025 (incorporated by reference to Exhibit 10.2 to Latham Group, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.13† Latham Group, Inc.

3 unchanged sentences

10.15† Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.

10.16† Form of Nonqualified Option Award Agreement under the 2021 Omnibus Equity Incentive Plan dated October 2025 (incorporated by reference to Exhibit 10.3 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.17† Form of Restricted Stock Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.

10.18† Form of Restricted Stock Award Agreement under the 2021 Omnibus Equity Incentive Plan dated October 2025 (incorporated by reference to Exhibit 10.5 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.19† Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021 (File No.

10.20† Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan dated March 2023 (incorporated by reference to Exhibit 10.14 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 7, 2023 (File No.

10.21† Form of Restricted Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan dated October 2025 (incorporated by reference to Exhibit 10.6 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.22† 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.

10.23† Form of Stock Appreciation Right Award Agreement under the 2021 Omnibus Equity Incentive Plan dated October 2025 (incorporated by reference to Exhibit 10.7 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.24† 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.

10.25† Form of Performance Stock Unit Award Agreement under the 2021 Omnibus Equity Incentive Plan dated October 2025 (incorporated by reference to Exhibit 10.4 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

10.26† Latham Group, Inc.

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.

Amended and Restated Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 to Latham Group, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025 (File No.

Number Exhibit Description

10.27** Latham Group, Inc.

Amended and Restated Non-Employee Director Compensation Plan dated January 1, 2026

10.28† 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.

Securities Trading Policy

Subsidiaries of the registrant

19* Secu riti es Trading Policy (incorporated by reference to Exhibit 19 to Latham Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 5, 2025 (File No.

21.1* Subsidiaries of the r egistrant

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

1 unchanged sentence

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

Exhibit Description

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

3 unchanged sentences

97.1 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

iXBRL Taxonomy Extension Schema Document

iXBRL Taxonomy Extension Calculation Linkbase Document

iXBRL Taxonomy Extension Definition Linkbase Document

iXBRL Taxonomy Extension Label Linkbase Document

iXBRL Taxonomy Extension Presentation Linkbase

101.INS* iXBRL Instance Document

101.SCH* iXBRL Taxonomy Extension Schema Document

101.CAL* iXBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* iXBRL Taxonomy Extension Definition Linkbase Document

101.LAB* iXBRL Taxonomy Extension Label Linkbase Document

101.PRE* iXBRL Taxonomy Extension Presentation Linkbase

104* 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.

7 unchanged sentences

LATHAM GROUP, INC.

/s/ Scott Rajeski

Scott Rajeski

/s/ Sean Gadd

Chief Executive Officer and President

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and President;

March 5, 2025

(Principal Executive Officer)

Signature Title Date

/s/ Sean Gadd Chief Executive Officer and President;

Director March 4, 2026

Sean Gadd (Principal Executive Officer)

/s/ Oliver C.

Chief Financial Officer

March 5, 2025

(Principal Financial Officer)

/s/ Suraj Kunchala

Vice President and Controller

March 5, 2025

Suraj Kunchala

(Principal Accounting Officer)

Chairman of the Board

March 5, 2025

/s/ Brian Pratt

March 5, 2025

/s/ DeLu Jackson

March 5, 2025

/s/ Suzan Morno-Wade

March 5, 2025

Gloe Chief Financial Officer March 4, 2026

Gloe (Principal Financial Officer)

/s/ Suraj Kunchala Vice President and Controller March 4, 2026

Suraj Kunchala (Principal Accounting Officer)

Cline Chairman of the Board March 4, 2026

Laven Vice Chairman of the Board March 4, 2026

/s/ DeLu Jackson Director March 4, 2026

Dellaquila Director March 4, 2026

/s/ Brian Pratt Director March 4, 2026

/s/ Suzan Morno-Wade Director March 4, 2026

Suzan Morno-Wade

/s/ William M.

March 5, 2025

Pruellage Director March 4, 2026

/s/ Jeffrey T.

Jackson Director March 4, 2026

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