Fox Factory Hldg Corp SEC Filings

FOX FACTORY HOLDING CORP disclosed that Chief Accounting Officer Brendan Enick acquired 5,437 shares of common stock at no cash cost through a performance-based award. These shares were earned from performance stock units under the 2022 Omnibus Plan after certain goals for the period ended January 2, 2026 were met, subject to Board approval of the company’s financial statements on February 25, 2026. Following this grant, Enick directly holds 16,230 shares.

FOX FACTORY HOLDING CORP Chief Financial Officer Dennis Charles Schemm acquired 14,341 shares of common stock on February 25, 2026 at a price of $0.0000 per share through a grant/award. These shares were earned from performance stock units under the company’s 2022 Omnibus Plan after performance goals for the period ended January 2, 2026 were met and the Board approved the related financial statements. Following this award, Schemm directly holds 54,964 shares of FOX FACTORY common stock.

DENNISON MICHAEL C. reported acquisition or exercise transactions in this Form 4 filing.

FOX Factory Holding Corp’s Chief Executive Officer Michael C. Dennison reported an equity award of 34,479 shares of common stock on February 25, 2026. These shares were granted at $0.00 per share as a stock award rather than an open-market purchase.

The award reflects performance stock units originally granted under the company’s 2022 Omnibus Plan, which were earned after the compensation committee determined that certain performance goals for the period ended January 2, 2026 had been met and after board approval of the related financial statements. Following this grant, Dennison’s directly held common stock increased to 281,265 shares.

Fox Factory Holding Corp. describes a diversified, premium performance business across three segments: Powered Vehicles Group, Aftermarket Applications Group, and Specialty Sports Group. Products span suspension systems for trucks, off-road and on-road vehicles, mountain and e‑bikes, and premium baseball and softball equipment.

The company highlights strong OEM relationships with brands such as Ford, Polaris, Specialized, and leading baseball organizations, and a broad aftermarket and direct-to-consumer network. Recent growth has been supported by acquisitions including Custom Wheel House, Marucci Sports, and Marzocchi Suspension, expanding into wheels, diamond sports gear, and motorcycle suspension.

Key themes include a premium brand focus, heavy investment in research and development, global manufacturing and supply chains, and detailed risk disclosures covering macroeconomic conditions, supply-chain dependence, geopolitical tensions, regulatory changes, and evolving consumer demand in discretionary, performance-oriented markets.

Fox Factory Holding Corp. reported a difficult fiscal 2025 marked by large non-cash write-downs but modest underlying growth. Net sales rose 2.3% in the fourth quarter to $361.1 million, while the company posted a Q4 net loss of $287.0 million, or $6.86 per diluted share, driven largely by impairment charges.

For fiscal 2025, net sales increased 5.3% to $1.467 billion, but Fox Factory swung to a net loss of $544.6 million from net income of $6.6 million the prior year, mainly due to $557.3 million of goodwill impairment and other asset write-downs. Adjusted EBITDA was relatively stable at $168.4 million with an 11.5% margin.

The company completed Phase 1 of its profit optimization plan, delivering about $25 million of 2025 savings, and launched Phase 2 targeting roughly $40 million of additional savings in 2026, for about $50 million of total savings expected next year. Management is also reviewing strategic alternatives for Marucci and other non-core assets and plans to divest its Phoenix, Arizona AAG operations by the end of the first quarter of fiscal 2026.

For 2026, Fox Factory projects net sales between $1.328 billion and $1.416 billion and adjusted EBITDA between $174 million and $203 million, implying adjusted EBITDA margin improvement of roughly 200% basis points at the midpoint compared with 2025.

FOX FACTORY HOLDING CORP filed an initial insider ownership report for director Alan Lee Bazaar on Form 3. This filing establishes his status as a director and discloses his insider reporting obligations, but it does not list any specific stock transactions or share amounts.

Nantahala Capital Management and its principals have disclosed a significant passive stake in Fox Factory Holding Corp. As of December 31, 2025, Nantahala, Wilmot B. Harkey, and Daniel Mack collectively report beneficial ownership of 2,188,300 shares of Fox Factory common stock, representing 5.24% of the outstanding class.

The shares are held by funds and separately managed accounts that Nantahala oversees, with each reporting person having shared power to vote and dispose of 2,188,300 shares and no sole voting or dispositive power. They certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Fox Factory.

Fox Factory Holding Corp. expanded its board of directors to eight members and appointed Alan L. Bazaar as a Class II director, effective February 13, 2026, under a previously announced Cooperation Agreement with Engine Capital L.P. and its affiliates. His term runs until the 2027 annual meeting of stockholders. The board also created a Transformation Committee to oversee management’s efforts on profitability, cost-cutting, and margin improvement, and named Bazaar to this committee as well as the Compensation and Nominating and Corporate Governance Committees. He will receive standard non-employee director compensation and benefits, pro-rated from his appointment date.

Fox Factory Holding Corp. entered into a cooperation agreement with investment firm Engine Capital focused on improving profitability and margins. The company will appoint two new independent directors, including Alan L. Bazaar, and create a Board-level Transformation Committee to oversee cost-cutting and operational efficiency initiatives.

The agreement calls for Bazaar to join as a Class II director and an additional independent director with manufacturing operations experience to join as a Class I director, who will be nominated for a longer term at the 2026 annual meeting. Two current directors, including Chairman Dudley W. Mendenhall, will retire from the Board at the 2026 annual meeting.

The Transformation Committee, chaired by Sidney Johnson and including both new directors, will work with a nationally recognized consulting firm to evaluate and implement initiatives to reduce the company’s cost structure, enhance profitability, and improve capital allocation. The agreement also includes standstill, voting, committee appointment, board-size limits and non-disparagement provisions that extend through a period tied to the 2026 and 2027 annual meetings.