Fox Factory Holding Corp. filings document the public-company record for a manufacturer of performance products for specialty sports and on- and off-road vehicles. The company’s 8-K reports disclose quarterly results, financial condition updates, profit optimization items, impairment and restructuring charges, debt paydowns, and amendments to its credit agreement, term loan, revolving credit facility, guaranty and security arrangements.
Proxy and governance filings cover director elections, board composition, committee assignments, executive compensation, equity awards and annual-meeting matters. Material-event filings also record the cooperation agreement with Engine Capital, formation of the Transformation Committee, director appointments, stock-exchange listing information and other governance or capital-structure disclosures tied to Fox Factory’s operations and financing.
Fox Factory Holding Corp. (FOXF) announced preliminary, unaudited Q3 fiscal 2026 results below guidance, lowered its fiscal 2026 outlook, and appointed Douglas J. Grimm interim CEO effective October 16, 2026. Q3 net sales are expected at $336 million to $340 million versus $355 million to $380 million guidance. Adjusted EBITDA is expected at $38 million to $42 million, excluding approximately $12 million of IEEPA tariff refunds received in the quarter, versus $46 million to $54 million guidance.
Fiscal 2026 net sales outlook is $1.35 billion to $1.38 billion versus prior guidance of $1.42 billion to $1.47 billion. Adjusted EBITDA outlook is $140 million to $150 million excluding approximately $14 million of refunds received in the second and third quarters, or $154 million to $164 million including refunds, versus prior guidance of $176 million to $196 million. The outlook reflects the September 25, 2026 divestiture of Marucci Sports and updated fourth-quarter expectations.
Grimm remains a director and is not a candidate for the permanent CEO role. His agreement provides a $1,065,000 annual base salary, a restricted stock unit award with a $2 million target grant-date fair value, and eligibility for a $600,000 completion bonus if he serves at least six months or until a permanent CEO is appointed, whichever is earlier. Michael C. Dennison stepped down as CEO and resigned from the Board effective October 15, 2026, but remains employed during transition discussions.
Fox Factory Holding Corp.'s wholly owned subsidiary, Fox Factory, Inc., completed the sale of Wheelhouse Holdings Inc., parent of Marucci Sports, LLC, to Squared Up Holdings, LLC, on September 25, 2026. The sale price was based on a $225 million enterprise value and comprised $200 million in cash plus $25 million in principal and interest payable under an unsecured subordinated convertible note. After closing adjustments, Seller received $200 million in net cash proceeds and applied them to reduce the Company's credit-facility borrowings.
The note's original aggregate principal was $24.7 million, due December 31, 2026; it bears 4.55% annual interest through maturity and 10% thereafter if unpaid until repayment or conversion, with interest added to principal quarterly beginning January 1, 2027. If unpaid at maturity, principal increases by an additional $2.5 million plus PIK interest. The unaudited pro forma information reflects a $120.136 million loss on disposal and $7.512 million in transaction costs; it is illustrative and not necessarily indicative of actual results.
Fox Factory Holding Corp. (FOXF) completed the sale of Wheelhouse Holdings Inc., the parent of Marucci Sports, to Squared Up Holdings, LLC for an enterprise value of $225 million. Consideration was $200 million in cash at closing, subject to certain adjustments, plus a $25 million unsecured subordinated convertible promissory note, inclusive of principal and interest, payable on or before December 31, 2026. Fox applied all closing cash to reduce borrowings under its credit facility.
Fox said annualized interest expense is reduced by approximately $16 million. Had the transaction closed on July 3, 2026, net leverage would have been approximately 2.7 times, compared with 3.7 times as reported under its credit agreement. The note is not contingent on performance; if not satisfied in full by its due date, Fox may, but is not required to, convert the outstanding balance into equity of the parent company of Squared Up Holdings, LLC. Upon receipt, Fox expects to apply the full note amount to borrowings, with the expected cumulative annualized interest expense reduction reaching approximately $17 million. Fox incurred approximately $7.5 million in transaction-related costs, to be paid separately with cash on hand.
Fox Factory Holding Corp. reported Q2 2026 net sales of $358.1M, down 4.5% from $374.9M a year earlier as OEMs, distributors, and dealers reduced inventory and after the sale of certain businesses. Gross margin slipped to 30.6% from 31.2%. Net income attributable to stockholders for the quarter increased to $4.1M (basic and diluted EPS $0.10) from $2.7M. For the first six months of 2026, net sales were $726.8M and the company posted a net loss of $10.9M, a substantial improvement from the prior-year loss of $257.0M, which included a $262.1M goodwill impairment.
As of July 3, 2026, total assets were $1.64B (in thousands), with inventory of $382.9M (in thousands) and stockholders’ equity of $667.0M (in thousands). The company had a term loan of $512.3M (in thousands) and $163.0M (in thousands) drawn on a $500.0M revolver, with a weighted-average borrowing rate of 6.05%, partly hedged by $500.0M notional interest rate swaps. Operating cash flow for the first half was positive, and Fox Factory completed the divestiture of its Phoenix, Arizona AAG operations for $5.0M in cash plus a $22.6M promissory note, recording a $10.6M loss. No share repurchases occurred under the $300.0M authorization, leaving $250.0M available.
Fox Factory Holding Corp. reported second quarter fiscal 2026 net sales of $358.1 million, down 4.5% year over year, and net income attributable to stockholders of $4.1 million, or $0.10 per diluted share. Adjusted net income was $15.5 million and adjusted EBITDA was $45.5 million, a 12.7% margin including about $2 million of IEEPA tariff refunds. Segment performance reflected lower Specialty Sports Group and Aftermarket Applications Group sales, partly offset by a 22.5% powersports increase within Powered Vehicles Group.
For the first six months of 2026, net sales were $726.8 million and net loss attributable to stockholders was $10.9 million, compared with a much larger prior-year loss that included a $262.1 million goodwill impairment. The company reports capturing more than $25 million of gross savings from its profit optimization initiative toward an approximately $50 million full-year target and reduced net debt by $9.1 million to $606.4 million, with a 3.7x net leverage ratio under its credit agreement.
Fox Factory guides third quarter 2026 net sales of $355–$380 million and adjusted EBITDA of $46–$54 million, and full-year 2026 net sales of $1.42–$1.47 billion with adjusted EBITDA of $176–$196 million. The outlook assumes elevated tariffs, commodity, freight and fuel costs, continued constrained Ford F-150 chassis availability, and excludes up to $8 million of potential additional tariff recoveries.
Fox Factory Holding Corp. Schedule 13G/A amendment reports that Nantahala Capital Management, LLC and its principals beneficially own 1,488,300 shares of common stock, representing 3.55% of the class as of March 31, 2026. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that voting and dispositive power is shared among Nantahala, Wilmot B. Harkey, and Daniel Mack. The filing is submitted by the reporting persons and signed May 15, 2026.
FOX FACTORY HOLDING CORP director Sidney Johnson received an equity award of 8,989 shares of Common Stock. The Form 4 shows this as a grant or award acquisition at a price of $0.00 per share, increasing Johnson's directly held position to 23,841 shares after the transaction.
The award is in the form of restricted stock units granted under the company's Non-Employee Director Compensation Policy. These restricted stock units are scheduled to vest the day before the company's 2027 annual meeting, tying the director's compensation to ongoing service and the company's future performance over that period.
Grimm Douglas J. reported acquisition or exercise transactions in this Form 4 filing.
FOX FACTORY HOLDING CORP director Douglas J. Grimm received an equity grant reported on a Form 4. On May 8, 2026, he was granted 8,989 shares of common stock in the form of restricted stock units under the company’s Non-Employee Director Compensation Policy at no cash cost to him.
The restricted stock units vest the day before the company’s 2027 annual meeting, meaning he must remain a director until then to receive the shares. After this award, Grimm directly holds 10,125 shares of FOX Factory common stock, reflecting a routine, compensation-related increase in his ownership.
FETTER ELIZABETH A reported acquisition or exercise transactions in this Form 4 filing.
FOX Factory Holding Corp director Elizabeth A. Fetter received a grant of 8,989 shares of common stock in the form of restricted stock units at a price of $0.00 per share, as compensation under the company’s Non-Employee Director Compensation Policy. The footnote states these restricted stock units will vest the day before the company’s 2027 annual meeting. After this award, her reported direct ownership stands at 23,591 shares of common stock.
DUNCAN THOMAS E. reported acquisition or exercise transactions in this Form 4 filing.
FOX FACTORY HOLDING CORP director Thomas E. Duncan received a grant of 8,989 shares of Common Stock in the form of restricted stock units under the company’s Non-Employee Director Compensation Policy. The units were granted at no cash cost and will vest the day before the company’s 2027 annual meeting. After this grant, Duncan directly holds 27,954 shares of FOX Factory common stock, reflecting his total reported beneficial ownership following the award.