v3.26.1
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 27, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION
12. STOCK-BASED COMPENSATION
On April 12, 2021, the Company’s stockholders approved the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”), which became effective on April 22, 2021, and was further amended on May 2, 2023 and April 30, 2026. Such amendments, among other things, collectively increased the maximum aggregate number of shares reserved for issuance under the 2021 Omnibus Equity Plan to 24,570,212 shares. The 2021 Omnibus Equity Plan provides for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other stock-based and cash-based awards.
The following table summarizes the Company’s stock-based compensation expense (in thousands):
Fiscal Quarter EndedTwo Fiscal Quarters Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Selling, general, and administrative$1,609 $1,381 $2,713 $3,352 
As of June 27, 2026, total unrecognized stock-based compensation expense related to all unvested stock-based awards was $11.9 million, which is expected to be recognized over a weighted-average period of 1.6 years.
Restricted Stock Units
The following table represents the Company’s restricted stock units activity during the two fiscal quarters ended June 27, 2026:
SharesWeighted-
Average Grant-
Date Fair Value
Outstanding at January 1, 20263,335,594$4.22 
Granted848,1656.25 
Vested(1,121,197)4.43 
Forfeited(491,540)4.41 
Outstanding at June 27, 20262,571,022$4.77 
Stock Options
The following table represents the Company’s stock options activity during the two fiscal quarters ended June 27, 2026:
SharesWeighted-
Average
Exercise Price
 per Share
Weighted-
Average
Remaining
Contract Term
Aggregate
Intrinsic Value
(in years)(in thousands)
Outstanding at January 1, 20261,150,712$14.84 
Granted— 
Exercised— 
Forfeited— 
Expired(23,649)17.23 
Outstanding at June 27, 20261,127,063$14.78 3.76$81 
Vested and expected to vest at June 27, 20261,127,063$14.78 3.76$81 
Options exercisable at June 27, 20261,073,609$15.22 3.64$61 
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.
Stock Appreciation Rights
The following table represents the Company’s stock appreciation rights activity during the two fiscal quarters ended June 27, 2026:
SharesWeighted-
Average
Exercise Price
 per Share
Weighted-
Average
Remaining
Contract Term
Aggregate
Intrinsic Value
(in years)(in thousands)
Outstanding at January 1, 2026514,503$3.12 
Granted907,5916.44 
Exercised(38,529)3.24 
Forfeited— 
Outstanding at June 27, 20261,383,565$5.30 7.84$1,569 
Vested and expected to vest at June 27, 20261,383,565$5.30 7.84$1,569 
Stock appreciation rights exercisable at June 27, 2026321,150$3.15 4.68$1,048 
The aggregate intrinsic value of stock appreciation rights is calculated as the difference between the strike price of the stock appreciation rights and the fair value of the Company’s common stock for those stock appreciation rights that had strike prices lower than the fair value of the Company’s common stock.
Performance Stock Units
During the year ended December 31, 2025, the Compensation Committee of the Board approved the grant of performance stock units (“PSUs”) as a portion of the annual equity award to the Company’s senior management. The 2025 PSU program includes three equal tranches of grants. Each tranche has an annual performance period, with performance goals established for the first tranche of PSUs granted in 2025 in dollars, and second and third tranches of PSUs granted or to be granted in 2026 and 2027, respectively, as a percentage of growth from actual performance in the prior year. Any earned PSUs cliff vest on the third anniversary of the grant date for the first tranche. Thirty-three percent of the target number of PSUs awarded on each grant date will be earned at 0% to 200% of the target number of PSUs based on the Company’s achievement of the applicable Adjusted EBITDA performance goal (with 100% of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning on January 1, 2025 and ending December 31, 2027. The first and second tranches of PSUs under the 2025 PSU program were granted in March 2025 and 2026, respectively.

During the two fiscal quarters ended June 27, 2026, additional PSU grants were approved for the 2026 PSU program. The 2026 PSU program includes three equal tranches of grants. Each tranche has an annual performance period, with performance goals established for the first tranche of PSUs granted in 2026 in dollars, and second and third tranches of PSUs to be granted in 2027 and 2028 as a percentage of growth from actual performance in the prior year. Any earned PSUs cliff vest on the third anniversary of the grant date for the first tranche. Thirty-three percent of the target number of PSUs awarded on each grant date will be earned at 0% to 200% of the target number of PSUs based on the Company’s achievement of the applicable Adjusted EBITDA performance goal (with 100% of PSUs being earned at target performance, and linear interpolation between threshold and target and maximum performance) as defined in the award agreement, for each year of the three-year performance period beginning on January 1, 2026 and ending December 31, 2028. The first tranche of PSUs under the 2026 PSU program were granted in March 2026.

Adjusted EBITDA is considered a performance condition and the grant date fair value corresponds with management’s expectation of the probable outcome of the performance condition as of the grant date. The grant date fair value was determined based on the fair market value of the Company’s stock at market close on the grant date multiplied by the target number of shares subject to the award and adjusted for management’s expectation of the probable outcome of the performance condition. The probability of achieving the performance criteria is assessed quarterly during the performance period. Compensation expense related to unvested PSUs is recognized ratably over the performance period.
The following table represents the Company’s PSU activity during the two fiscal quarters ended June 27, 2026:
SharesWeighted-
Average
Grant Date
Fair Value
Outstanding at January 1, 2026941,803$5.23 
Granted314,0266.30 
Adjustment for performance achievement (1)
— 
Forfeited(136,870)7.05 
Outstanding at June 27, 2026 ⁽²⁾1,118,959$5.31 
(1)Represents the adjustment to previously granted PSUs based on the Company’s performance expectations as of the end of each respective fiscal year.
(2)An additional 354,312 PSUs could potentially be included if the maximum performance level of 200% is earned for all PSUs granted on or after January 1, 2025 and outstanding as of June 27, 2026.