Fox Factory cuts 2026 sales outlook to $1.35B–$1.38B
Fiscal 2026 outlook includes Marucci Sports sales through its September 25, 2026 closing and excludes any additional IEEPA tariff refunds.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
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.
0 points · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Fiscal 2026 net sales outlook fell to $1.35 billion to $1.38 billion from $1.42 billion to $1.47 billion.
- Moderate pointPreliminary Q3 sales of $336 million to $340 million were below $355 million to $380 million guidance.
- Moderate pointPreliminary Q3 adjusted EBITDA of $38 million to $42 million was below $46 million to $54 million guidance.
Filing Explained
Fourth-quarter sales are projected at $287–$313 million and adjusted EBITDA at $23–$29 million, excluding Marucci.
Effective
Terms of any transition arrangement for Dennison remain unapproved, and no definitive agreement has been executed; the company says it will disclose material compensation arrangements upon execution.
For the fourth quarter, the company projects sales of
The company says the updated fourth-quarter EBITDA outlook reflects continued supply disruption and higher steel, aluminum and freight costs, as well as lower chassis availability and ongoing upfit-business challenges.
The release attributes the preliminary third-quarter results below expectations primarily to lower Marucci sales and margins before its sale, supply disruption, higher operating costs and unfavorable mix in Powered Vehicles, and upfit-business challenges; softer bike sales were a lesser factor.
8-K Event Classification
3 items: 2.02, 5.02, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Q3 net sales: $336 million to $340 million
Q3 adjusted EBITDA: $38 million to $42 million
Fiscal 2026 net sales outlook: $1.35 billion to $1.38 billion
+5 more
8 metrics
Q3 net sales
$336 million to $340 million
Preliminary, unaudited fiscal 2026 third quarter
Q3 adjusted EBITDA
$38 million to $42 million
Preliminary fiscal 2026 third quarter; excludes approximately $12 million of IEEPA tariff refunds received in the quarter
Fiscal 2026 net sales outlook
$1.35 billion to $1.38 billion
Updated outlook
Fiscal 2026 adjusted EBITDA outlook
$140 million to $150 million
Excludes approximately $14 million of IEEPA tariff refunds received in the second and third quarters
Fiscal 2026 adjusted EBITDA including refunds
$154 million to $164 million
Outlook including IEEPA tariff refunds
Interim CEO annual base salary
$1,065,000 per year
Douglas J. Grimm's Interim CEO Agreement
Restricted stock unit award
$2 million target grant-date fair value
Award for Douglas J. Grimm as Interim CEO
Completion bonus
$600,000
Interim CEO bonus subject to the stated service condition
Key Terms
Adjusted EBITDA, non-GAAP financial measure, restricted stock unit award, IEEPA tariff refunds
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA, excluding approximately $12 million of IEEPA tariff refunds"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP financial measure financial
"Net sales excluding Marucci Sports is a non-GAAP financial measure"
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.
restricted stock unit award financial
"restricted stock unit award with a target grant date fair value of $2 million"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
IEEPA tariff refunds regulatory
"approximately $12 million of IEEPA tariff refunds received in the quarter"
Refunds under the International Emergency Economic Powers Act (IEEPA) are repayments of import duties, fees, or penalties that were charged because of trade restrictions or sanctions put in place under emergency authority and later reversed, modified, or found inapplicable. For investors, these refunds can change a company’s past cash outflows and future cost structure—similar to getting a billed charge returned after a rule change—affecting reported earnings or cash available for other uses.
Earnings Snapshot
Third-quarter net sales: $336 million to $340 million · Guidance included
Third quarter fiscal 2026 ended October 2, 2026; fiscal 2026 outlook
Third-quarter net sales
$336 million to $340 million
Prior guidance: $355 million to $380 million
Third-quarter adjusted EBITDA
$38 million to $42 million, excluding approximately $12 million of IEEPA tariff refunds
Prior guidance: $46 million to $54 million
Fiscal 2026 net sales
$1.35 billion to $1.38 billion
Prior guidance: $1.42 billion to $1.47 billion
Fiscal 2026 adjusted EBITDA
$140 million to $150 million, excluding approximately $14 million of IEEPA tariff refunds
Prior guidance: $176 million to $196 million
Guidance
Fourth-quarter net sales of $287 million to $313 million for remaining core businesses, excluding Marucci Sports, and adjusted EBITDA of $23 million to $29 million, excluding Marucci Sports. Fiscal 2026 adjusted EBITDA including IEEPA tariff refunds is expected to be $154 million to $164 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were FOXF's preliminary Q3 fiscal 2026 sales and adjusted EBITDA?
Fox Factory expects Q3 net sales of $336 million to $340 million and adjusted EBITDA of $38 million to $42 million, excluding approximately $12 million of IEEPA tariff refunds received in the quarter. Prior guidance was $355 million to $380 million for sales and $46 million to $54 million for adjusted EBITDA. The preliminary figures are unaudited.
What is FOXF's updated fiscal 2026 outlook?
Fox Factory expects fiscal 2026 net sales of $1.35 billion to $1.38 billion, compared with prior guidance of $1.42 billion to $1.47 billion. Adjusted EBITDA is expected at $140 million to $150 million excluding approximately $14 million of tariff refunds received in the second and third quarters, or $154 million to $164 million including those refunds.
What is Fox Factory's fourth-quarter fiscal 2026 outlook?
Fox Factory expects fourth-quarter net sales of $287 million to $313 million for its remaining core businesses, excluding Marucci Sports. Adjusted EBITDA is expected at $23 million to $29 million, excluding Marucci Sports.
Why were FOXF's preliminary third-quarter results below expectations?
The company cited lower-than-expected sales and margins at Marucci Sports before the divestiture closed, supply disruption and associated higher operating costs and unfavorable mix in Powered Vehicles, and upfit business challenges in Aftermarket Applications. Softer-than-expected bike sales in Specialty Sports also contributed to a lesser extent.
What compensation terms apply to FOXF interim CEO Douglas J. Grimm?
Grimm's agreement provides an annual base salary of $1,065,000 and a restricted stock unit award with a $2 million target grant-date fair value. He is eligible for a $600,000 completion bonus if he serves at least six months or until a permanent CEO is appointed, whichever is earlier. If he remains Interim CEO beyond six months, he may become eligible for additional awards with an aggregate target grant-date value of up to $1.6 million, subject to the equity plan and award agreements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(831 ) 274-6500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (NASDAQ Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 16, 2026, Fox Factory Holding Corp., a Delaware corporation (the “Company”), issued a press release announcing preliminary unaudited financial results for the third quarter of fiscal 2026 ended October 2, 2026 and updating its outlook for fiscal 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K (this “Report”), including the content of the sections of the press release filed as Exhibit 99.1 titled “Preliminary Third Quarter Fiscal 2026 Results” and “Fiscal 2026 Outlook”, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings.
Please refer to Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) CEO Transition.
On October 15, 2026, the Board of Directors (the “Board”) of the Company approved a leadership transition plan pursuant to which Michael C. Dennison, the Company’s Chief Executive Officer (“CEO”), is stepping down from his role as CEO. Mr. Dennison resigned from his role as a member of the Board, effective October 15, 2026. Upon acceptance of Mr. Dennison’s resignation, the Board decreased the size of the Board from 7 to 6 members.
Mr. Dennison will remain employed by the Company following October 15, 2026 while the Company and Mr. Dennison continue discussions regarding the terms of the leadership transition arrangements. The Company currently expects to enter into a transition agreement with Mr. Dennison, but the Board has not approved the terms of such arrangement and no definitive agreement has been executed as of the date of this Current Report on Form 8-K. The Company will disclose any material compensatory arrangements with Mr. Dennison in accordance with applicable SEC rules upon execution of a definitive agreement.
(c) Interim CEO Appointment.
On October 15, 2026, the Board also voted to appoint Douglas J. Grimm, a member of the Company’s Board, to serve as Interim CEO of the Company effective October 16, 2026. Mr. Grimm will continue to serve as a director of the Company during his service as Interim CEO, but will step down from the Audit Committee.
Mr. Grimm, age 64, joined the Company’s Board as a director in March 2026. Since 2017, Mr. Grimm has served as the CEO of V-to-X, LLC, through which he provided strategic and business consulting services in the mobility sector. From 2015 to 2017, Mr. Grimm served as President and Chief Operating Officer at Metaldyne Performance Group (NYSE: MPG), a global automotive metals supplier. Previously, Mr. Grimm founded and was Chairman and CEO of Grede Holdings LLC, which subsequently merged into MPG. He also served in various leadership roles during different periods at the company between 2001 and 2006, where he was responsible for commercial operations, forging and casting operations, global purchasing, and quality. Mr. Grimm currently serves as Chairman of the Board of Blue Bird Corporation (NASDAQ: BLBD) and as a member of the Board of Directors of Lucid Group, Inc. (NASDAQ: LCID).
(e) Interim CEO Compensation.
Effective October 16, 2026, Douglas J. Grimm entered into an employment agreement with the Company in connection with his appointment as Interim CEO (the “Interim CEO Agreement”). Pursuant to the Interim CEO Agreement, Mr. Grimm will serve as Interim CEO until the earlier of the commencement of employment of a permanent CEO selected by the Board or the termination of his employment in accordance with the Interim CEO Agreement.
The Interim CEO Agreement provides for an annual base salary of $1,065,000. Mr. Grimm is also eligible to receive a completion bonus of $600,000 if he serves as Interim CEO for at least six months or until such time as the Company appoints a new permanent CEO, whichever time is earlier.
Mr. Grimm will receive a restricted stock unit award with a target grant date fair value of $2 million. If Mr. Grimm remains employed as Interim CEO beyond the six-month anniversary of his appointment, he will become eligible for additional restricted stock unit awards with an aggregate target grant date value of up to $1.6 million, subject to the terms of the Company's equity incentive plan and applicable award agreements.
Mr. Grimm will be eligible to participate in the Company's employee benefit plans generally available to senior executives and will receive a taxable housing allowance and an allowance for legal fees, all relating to his service as Interim CEO.
The Interim CEO Agreement also contains customary provisions relating to confidentiality, intellectual property, non-solicitation, non-competition, indemnification, cooperation, clawback obligations, and dispute resolution.
The foregoing description of the Interim CEO Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Interim CEO Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit Number | Description | ||||
10.1 | Employment Agreement between Fox Factory Holding Corp. and Douglas J. Grimm, dated as of October 16, 2026. | ||||
99.1 | Press Release, dated October 16, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Fox Factory Holding Corp. | ||||||||||||||
| Date: | October 16, 2026 | By: | /s/ Douglas J. Grimm | |||||||||||
| Douglas J. Grimm | ||||||||||||||
| Interim Chief Executive Officer | ||||||||||||||
Exhibit 99.1
Press Release
Fox Factory Announces CEO Transition
•Independent Director Douglas Grimm Appointed Interim CEO; Board Initiates Search for Permanent CEO
•Leadership Team Focused on Customer-Led Product Innovation, Margin Improvement, Free Cash Flow and Return on Invested Capital
•Preliminary Third Quarter Fiscal 2026 Results Below Expectations; Updates Fiscal 2026 Outlook for Divestiture of Marucci and Operating Performance; Schedules Earnings Conference Call for November 5, 2026
DULUTH, Ga., Oct. 16, 2026 (GLOBE NEWSWIRE) -- Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”), a premium brand and a global leader in the design, engineering and manufacturing of performance-defining products and systems for customers worldwide, today announced that its Board of Directors (the “Board”) has decided to make a leadership change. Effective October 16, 2026, the Board has appointed independent director Douglas (“Doug”) Grimm as Interim Chief Executive Officer, and Mike Dennison is stepping down from his role as CEO and a member of the Board.
The Board has retained Heidrick & Struggles, a leading executive search firm, to assist in identifying a permanent CEO. The search will be led by Chair Jean Hlay and directors Tom Duncan and Doug Grimm. Mr. Grimm, who is not a candidate for the permanent CEO role, will step down from the Audit Committee, but will remain on the Board and continue to serve on the Transformation Committee. Alan Bazaar will succeed Mr. Grimm as Chair of the Audit Committee. The Company’s leadership team, including Chief Financial Officer Dennis Schemm, who leads the Company’s profit optimization program, will continue to drive customer-led product innovation and growth.
“Doug is an accomplished executive with more than four decades of operating experience in the automotive and industrial sectors, and we are confident he is the right interim leader to accelerate execution in our businesses,” said Jean Hlay, Chair of the Board. “He has not only led multiple, successful transformations but also brings a deep understanding of our company’s heritage and the operational improvements we are executing on to reach our full potential. The Board and I look forward to working with him in this new capacity while we conduct a rigorous search for a permanent leader.”
“FOX has earned its place as a leader in the powered vehicle and bike markets through an unwavering commitment to innovating performance-defining products for professional athletes and enthusiasts,” said Mr. Grimm. “It is an honor to serve as Interim CEO at this important moment in FOX’s trajectory. Through my work on the Transformation Committee, I have seen firsthand how FOX’s talented team is actively working to deliver the best products and improve our financial position. I look forward to working closely with Dennis and our leadership team to execute on our strategy and advance a culture of excellence that our customers rely on.”
“On behalf of the Board, I also want to thank Mike for his many contributions to FOX over the last seven years,” added Ms. Hlay. “Mike helped build FOX into a precision engineering company with strong brands and great products. His focus on engineering and innovation earned the loyalty of our OEM partners, athletes and enthusiasts who depend on our products.”
“It has been a privilege to lead FOX since 2019 and navigate periods of significant change in partnership with such a talented team,” said Mr. Dennison. “I am proud of what we accomplished together and look forward to supporting Doug and the team through the transition.”
Doug Grimm Bio
Mr. Grimm is a seasoned operator with more than 40 years of experience in the automotive and industrial tech sectors, including as President and Chief Operating Officer of Metaldyne Performance Group Inc. (formerly NYSE: MPG), an automotive metals supplier with 60 manufacturing plants in 13 countries; as Chairman of Electrical Components International (ECI), a global manufacturer of electrical distribution systems; and as Founder, Chairman and CEO of Grede Holdings LLC, a leading manufacturer of safety-critical iron castings. Over his career, he led business transformations, integrations and more than 40 transactions. He currently serves as Chairman of the Board of Blue Bird Corporation (NASDAQ: BLBD) and as a member of the Board of Directors of Lucid Group, Inc. (NASDAQ: LCID).
Preliminary Third Quarter Fiscal 2026 Results
Based on preliminary unaudited information, the Company expects to report the following for the third quarter of fiscal 2026 ended October 2, 2026:
•Net sales of $336 million to $340 million, compared to guidance of $355 million to $380 million. Net sales include approximately $33 million from Marucci Sports through the September 25, 2026 closing of the divestiture, compared to approximately $46 million assumed in guidance for the full quarter.
•Adjusted EBITDA of $38 million to $42 million, excluding approximately $12 million of IEEPA tariff refunds received in the quarter, compared to guidance of $46 million to $54 million, which did not include any tariff refunds.
Third quarter results were below the Company’s expectations, primarily due to lower sales and margin at Marucci Sports, which did not deliver to expectations prior to the closing; lower than expected sales and margins in the Powered Vehicles Group driven by a supply disruption and the associated higher operating costs, and unfavorable mix; operating challenges within the Aftermarket Applications Group in its upfit business; and to a lesser extent, softer than expected bike sales in the Specialty Sports Group.
The preliminary results above are based on information available to the Company as of the date of this release and are subject to completion of the Company’s quarter-end financial close procedures. Actual results may differ from these preliminary results. The Company’s independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. Complete results will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2026.
Fourth Quarter and Fiscal 2026 Outlook
The Company is lowering its outlook for the fourth quarter of fiscal 2026:
•Net sales of $287 million to $313 million, in line with prior underlying guidance for its remaining core businesses, excluding Marucci Sports.
•Adjusted EBITDA of $23 million to $29 million, excluding Marucci Sports. Relative to prior implied assumptions for the fourth quarter, the updated adjusted EBITDA assumption reflects the divestiture of Marucci Sports, a continuation of the supply disruption and higher than anticipated inflation in steel, aluminum and freight costs in the Powered Vehicles Group, and within the Aftermarket Applications Group lower chassis availability and continued operational challenges in the upfit business; at the segment level, adjusted EBITDA margin for the Powered Vehicles Group and Aftermarket Applications Group is expected to be approximately flat versus the fourth quarter of 2025.
The Company is lowering its fiscal 2026 outlook to reflect preliminary third quarter results, the divestiture of Marucci Sports on September 25, 2026, and updated expectations for the fourth quarter. For fiscal 2026, the Company now expects:
•Net sales of $1.35 billion to $1.38 billion, compared to prior guidance of $1.42 billion to $1.47 billion. Approximately $63 million of the reduction reflects Marucci Sports, including approximately $50 million of fourth quarter net sales included in prior guidance.
•Adjusted EBITDA of $140 million to $150 million, excluding approximately $14 million of IEEPA tariff refunds received in the second and third quarters, compared to prior guidance of $176 million to $196 million.
•Adjusted EBITDA, including IEEPA tariff refunds, in the range of $154 million to $164 million.
The outlook reflects input costs at current levels, including the aluminum, steel and freight inflation described above, and assumes no further increases. The Company has received the majority of the IEEPA tariff refunds it expects, and the outlook does not include any additional refunds.
FOX FACTORY HOLDING CORP.
NET SALES EXCLUDING MARUCCI SPORTS
(in millions)
(unaudited)
Fiscal | Prior outlook | Preliminary / updated | ||||||||||||||||||||||||||||||
2025 | Low | High | Low | High | ||||||||||||||||||||||||||||
Third quarter | ||||||||||||||||||||||||||||||||
Net sales, as reported / outlook | $ | 376 | $ | 355 | $ | 380 | $ | 336 | $ | 340 | ||||||||||||||||||||||
Less: Marucci Sports | (49) | (44) | (48) | (33) | (33) | |||||||||||||||||||||||||||
Net sales excluding Marucci Sports | $ | 327 | $ | 311 | $ | 332 | $ | 303 | $ | 307 | ||||||||||||||||||||||
Fiscal year | ||||||||||||||||||||||||||||||||
Net sales, as reported / outlook | $ | 1,467 | $ | 1,420 | $ | 1,470 | $ | 1,350 | $ | 1,380 | ||||||||||||||||||||||
Less: Marucci Sports | (186) | (172) | (180) | (113) | (113) | |||||||||||||||||||||||||||
Net sales excluding Marucci Sports | $ | 1,281 | $ | 1,248 | $ | 1,290 | $ | 1,237 | $ | 1,267 | ||||||||||||||||||||||
Marucci Sports net sales for fiscal 2025 and the first six months of fiscal 2026 are as presented in the unaudited pro forma condensed consolidated financial information filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 29, 2026. Third quarter fiscal 2025 Marucci Sports net sales are derived from the Company’s internal records. Fiscal 2026 amounts include Marucci Sports net sales through the September 25, 2026 closing of the divestiture. Net sales excluding Marucci Sports is a non-GAAP financial measure presented to help investors compare the Company’s net sales with prior periods on a consistent basis. Amounts may not sum due to rounding.
Available Information
Fox Factory Holding Corp. announces material information to the public about the Company through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, and the Investor Relations section of its website (https://investor.ridefox.com) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
About Fox Factory Holding Corp. (NASDAQ: FOXF)
Fox Factory Holding Corp. is a global leader in the design, engineering, and manufacturing of premium products that deliver championship-level performance for specialty sports and on- and off-road vehicles. Its portfolio of brands, like FOX, Method Race Wheels, and more, are fueled by unparalleled innovation that continuously earns the trust of professional athletes and passionate enthusiasts all around the world. The Company is a direct supplier of shocks, suspension, and components to leading powered vehicle and bicycle original equipment manufacturers (OEMs). The Company also provides products in the aftermarket through its global network of retailers and distributors and through direct-to-consumer channels.
FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.
Non-GAAP Financial Measures
This release includes adjusted EBITDA, adjusted EBITDA excluding IEEPA tariff refunds and net sales excluding Marucci Sports, which are non-GAAP financial measures. Net sales excluding Marucci Sports
is reconciled to net sales, the most directly comparable GAAP measure, in the net sales table above, and adjusted EBITDA excluding IEEPA tariff refunds is reconciled to adjusted EBITDA in the preliminary results and outlook above. The Company has not provided a reconciliation of preliminary third quarter adjusted EBITDA or fiscal 2026 adjusted EBITDA outlook to net income, the most directly comparable GAAP measure, because the Company has not completed its quarter-end financial close procedures and certain reconciling items cannot be reasonably predicted without unreasonable effort. The Company will provide a reconciliation of third quarter adjusted EBITDA to net income in its third quarter fiscal 2026 earnings release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Forward-looking statements include, but are not limited to, statements regarding the Company’s leadership transition and the search for a permanent Chief Executive Officer; preliminary financial results for the third quarter of fiscal 2026; the Company’s outlook for the fourth quarter and fiscal 2026, including the assumptions underlying the outlook regarding input costs and IEEPA tariff refunds; the expected impact of the divestiture of Marucci Sports on the Company’s future results; the Company’s profit optimization program and its ability to drive customer-led product innovation and growth; and the timing of the Company’s third quarter earnings release and conference call. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Such risks include, but are not limited to: the ability to successfully manage the leadership transition and identify and retain a permanent Chief Executive Officer; potential disruption to the business, management, employees, customers or OEM partners resulting from the leadership transition; adjustments to preliminary results arising from the completion of the Company’s financial close procedures; the impact of the divestiture of Marucci Sports on the Company’s future results of operations, including the loss of its net sales and earnings contribution; supply disruptions, including in the Powered Vehicles Group, and the availability of chassis and aluminum; inflation in aluminum, steel and freight costs and the assumption that input costs remain at current levels; the amount, timing and retention of IEEPA tariff refunds; operational challenges and higher expenses in the Aftermarket Applications Group’s upfit business; softer than expected bike demand in the Specialty Sports Group; the Company’s ability to achieve the objectives of its profit optimization program; the Company’s decision and ability to market and execute potential strategic transactions, which depend on, among other factors, third-party interest, valuation considerations and regulatory requirements; the Company’s ability to maintain its suppliers for materials, component parts and product without significant supply chain disruptions; the Company’s ability to improve operating and supply chain efficiencies; the Company’s ability to enforce its intellectual property rights; the Company’s future financial performance, including its sales, cost of sales, gross profit or gross margin, operating expenses, ability to generate positive cash flow, ability to maintain profitability, and ability to remain in compliance with financial covenants; the Company’s ability to monitor the effects of new technological applications, such as artificial intelligence; the Company’s ability to protect against cybersecurity incidents and disruptions or failures of our information technology systems; the Company’s ability to adapt its business model to mitigate the impact of certain changes in tax laws, tariffs, and international trade policies, including regulations or orders related to the import and export of industry products; changes in the relative proportion of profit earned in the numerous jurisdictions in which the Company does business and in tax legislation, case law and other authoritative guidance in those jurisdictions; factors which impact the calculation of the weighted average number of diluted shares of common stock outstanding, including the market price of the Company’s common stock, grants of equity-based awards
and the vesting schedules of equity-based awards; the Company’s ability to develop new and innovative products in its current end-markets and to leverage its technologies and brand to expand into new categories and end-markets; the spread of highly infectious or contagious diseases or public health issues causing disruptions in the U.S. and global economy and disrupting the business activities and operations of the Company’s customers, business and operations; the Company’s ability to increase its aftermarket penetration; the Company’s exposure to currency exchange rate fluctuations; the loss of key customers; our ability to accurately forecast demand for our products; strategic transformation costs; legal and regulatory developments, including the outcome of pending litigation or regulatory or other governmental inquiries, and the impact of changing emissions and other regulations in the various jurisdictions in which our products are produced, used, and/or sold; the cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards; the possibility that the Company may not be able to accelerate its international growth; the Company’s ability to maintain its premium brand image and high-performance products; the Company’s ability to maintain relationships with the professional athletes and race teams that it sponsors; the possibility that the Company may not be able to selectively add additional dealers and distributors in certain geographic markets; the overall growth of the markets in which the Company competes; the Company’s expectations regarding consumer preferences and its ability to respond to changes in consumer preferences and effectively compete against competitors; changes in demand for performance-defining products as well as the Company’s other products; the Company’s loss of key personnel, management and skilled engineers; the Company’s ability to successfully identify, evaluate and manage potential acquisitions and to benefit from such acquisitions; the Company’s ability to complete any acquisition and/or incorporate any acquired assets into its business; product recalls and product liability claims; the impact of tension in China-Taiwan relations, the war in Iran, or similar events on the Company’s business, operations or supply chain; future economic or market conditions, including the impact of inflation or the U.S. Federal Reserve’s interest rate changes in response thereto; changes in commodity, freight, and tariff costs (including tariff relief or our ability to mitigate tariffs, particularly in light of the policies of the current presidential administration and retaliatory actions in response thereto); our ability to mitigate increasing input costs through pricing or other measures; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2026, filed with the Securities and Exchange Commission on February 27, 2026, and in its Quarterly Reports on Form 10-Q and other subsequent filings. New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements. Forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update or revise any forward-looking statement, except as required by law.
CONTACT:
Investors:
Jeff Sonnek
646-277-1263
Jeff.Sonnek@icrinc.com
Media:
media@ridefox.com