STOCK TITAN

Fox Factory (NASDAQ: FOXF) Q1 2026 loss, tightens covenants and reaffirms outlook

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fox Factory Holding Corp. reported first quarter fiscal 2026 net sales of $368.7 million, up 3.9% from $355.0 million a year earlier, driven mainly by a 17.4% increase in Powered Vehicles Group revenue to $143.4 million. The company posted a net loss attributable to stockholders of $15.0 million, or $0.36 per diluted share, much smaller than the prior-year $259.7 million loss that included a large goodwill impairment. Adjusted net income was $7.4 million, or $0.18 per diluted share, versus $0.23 a year ago, and adjusted EBITDA was $35.7 million with a 9.7% margin.

Gross margin declined to 28.9% from 30.9%, reflecting tariffs and product mix, while total debt was $688.2 million as of April 3, 2026. The company completed the divestiture of its Phoenix, Arizona AAG operations, using proceeds toward debt reduction, and continues a multi‑phase profit optimization program targeting about $50 million of 2026 cost savings. Fox Factory reaffirmed full‑year 2026 guidance, including net sales of $1.328 billion to $1.416 billion and adjusted EBITDA of $174 million to $203 million. It also amended its credit agreement, resetting interest margins and tightening certain covenants while setting a Consolidated Net Leverage Ratio cap of 5.00x for specified periods.

Positive

  • None.

Negative

  • None.

Insights

Modest revenue growth, continued losses, higher leverage headroom, but guidance reaffirmed.

Fox Factory grew Q1 2026 net sales 3.9% to $368.7 million, led by a 17.4% increase in Powered Vehicles Group. However, gross margin slipped to 28.9% from 30.9%, and adjusted EBITDA fell to $35.7 million from $39.6 million, indicating margin pressure despite higher revenue.

The company reported a net loss of $15.0 million, though this is far better than the prior-year loss driven by a $262.1 million goodwill impairment. It is executing a profit optimization program targeting about $50 million of 2026 cost savings and divested Phoenix, Arizona AAG operations, dedicating proceeds to debt reduction, while total debt stood at $688.2 million.

The amendment to the credit agreement adjusts SOFR and base-rate loan margins and sets a Consolidated Net Leverage Ratio not to exceed 5.00x for certain quarters within the Covenant Relief Period, then stepping down. Reaffirmed 2026 guidance of $1.328–$1.416 billion in net sales and $174–$203 million adjusted EBITDA suggests management’s outlook is unchanged, though actual results will depend on execution and demand trends in segments like powersports and specialty sports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 net sales $368.7 million Up 3.9% vs Q1 2025 net sales of $355.0 million
Q1 2026 net loss $15.0 million Net loss attributable to stockholders; $0.36 per diluted share
Q1 2026 adjusted net income $7.4 million Adjusted EPS $0.18 vs $0.23 in Q1 2025
Q1 2026 adjusted EBITDA $35.7 million Adjusted EBITDA margin 9.7% vs 11.2% in Q1 2025
Total debt $688.2 million As of April 3, 2026; includes revolver and term loan
Full-year 2026 net sales guidance $1.328–$1.416 billion Reaffirmed net sales outlook for fiscal 2026
Full-year 2026 adjusted EBITDA guidance $174–$203 million Reaffirmed adjusted EBITDA outlook for fiscal 2026
Consolidated Net Leverage Ratio cap 5.00x Maximum ratio for certain quarters under amended credit agreement
Consolidated Net Leverage Ratio financial
"based on the levels of Consolidated Net Leverage Ratio."
The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.
Consolidated Interest Coverage Ratio financial
"required to maintain (i) a Consolidated Net Leverage Ratio... and (ii) a Consolidated Interest Coverage Ratio"
A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.
Adjusted EBITDA financial
"Adjusted EBITDA of $35.7 million exceeded the high end of our guidance range"
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.
Covenant Relief Period financial
"during the period beginning on the effective date of the Amendment and ending on the date a compliance certificate... (the “Covenant Relief Period”)"
International Emergency Economic Powers Act (IEEPA) regulatory
"tariff costs previously incurred under the International Emergency Economic Powers Act (IEEPA) framework."
A U.S. law that lets the president impose wide economic controls—like trade bans, asset freezes, and export limits—when a national emergency is declared. For investors it matters because these powers can suddenly change which countries, companies, or products can be traded or owned, similar to a circuit breaker that can shut off parts of a market and alter company revenues, supply chains, or the value of holdings overnight.
strategic transformation costs financial
"strategic transformation costs that are more fully described in the tables included"
Net sales $368.7 million +3.9% YoY
Net loss attributable to stockholders $15.0 million vs $259.7 million loss prior year
Adjusted EPS $0.18 vs $0.23 prior year
Adjusted EBITDA $35.7 million vs $39.6 million prior year
Guidance

For 2026, Fox Factory expects net sales of $1.328–$1.416 billion and adjusted EBITDA of $174–$203 million, and for Q2 2026 it guides to net sales of $343–$365 million and adjusted EBITDA of $32–$40 million.

0001424929false00014249292026-05-062026-05-06

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
May 6, 2026
Date of Report (date of earliest event reported)
 

foxloga31.gif
Fox Factory Holding Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-36040 26-1647258
(State or other jurisdiction of incorporation) (Commission
File Number)
 (IRS Employer
Identification Number)
2055 Sugarloaf Circle, Suite 300
Duluth, GA 30097
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareFOXF
The NASDAQ Stock Market LLC
(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 1.01 Entry into a Material Definitive Agreement.

Sixth Amendment to Credit Agreement and Third Amendment to Guaranty and Security Agreement
On May 6, 2026, Fox Factory Holding Corp., a Delaware corporation (the “Company”), entered into the Sixth Amendment to Credit Agreement and Third Amendment to Guaranty and Security Agreement (the “Amendment”) among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and L/C issuer (the “Agent”), and a group of lenders party thereto. The Amendment amends the Credit Agreement, dated as of April 5, 2022 (as amended prior to the Amendment, the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), and the Guaranty and Security Agreement, dated as of April 5, 2022, as amended prior to the Amendment, which secures the obligations under the Credit Agreement in favor of the Agent for the benefit of the lenders and other secured parties. Terms not otherwise defined below will have the meaning as set forth in the Amended Credit Agreement.
The Amendment, among other things, amends the margins for interest under Credit Agreement, pursuant to which the term loan and advances under the revolving credit facility can be either secured overnight financing rate (“SOFR”) loans or base rate loans. Pursuant to the Amendment, SOFR loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum equal to the term SOFR for such calculation period plus a margin ranging from 1.00% to 2.75%, based on the levels of Consolidated Net Leverage Ratio. Base rate loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds Rate plus 0.50%, (ii) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate,” and (iii) term SOFR rate for a one-month tenor plus 1.00%, subject to the interest rate floors set forth in the Amended Credit Agreement, plus a margin ranging from 0.00% to 1.75%, based on the levels of Consolidated Net Leverage Ratio.
The Amendment also amends the definition of Consolidated Net Leverage Ratio and modifies the provisions for the mandatory prepayment of the loans with the net proceeds of asset sales and certain negative covenants, including such covenants on indebtedness, investments, and restricted payments, in each case tightening the restrictions on the Company and its subsidiaries during the period beginning on the effective date of the Amendment and ending on the date a compliance certificate is delivered by the Company for the fiscal quarter ending June 30, 2028, provided that no default or event of default has occurred and is continuing on such date of delivery (the “Covenant Relief Period”), which Covenant Relief Period also provides the Company with additional cushion to satisfy its financial covenant requirements.
Under the Amendment, the Company is required to maintain (i) a Consolidated Net Leverage Ratio not to exceed (a) 5.00 as of the end of each fiscal quarter ending July 3, 2026 through January 1, 2027, (b) 4.75 as of the end of each fiscal quarter ending April 2, 2027 through July 2, 2027, (c) 4.50 as of the end of each fiscal quarter ending October 1, 2027 through December 31, 2027, (d) 4.25 as of the end of fiscal quarter ending March 31, 2028, and (e) 4.00 as of the end of the fiscal quarters ending June 30, 2028 and thereafter, each of which will be, at the Company’s election, increased by 0.50 (but not to exceed 4.50) for the four fiscal quarters after the consummation of certain permitted acquisitions exceeding $75.0 million (provided that such increase is not permitted during the Covenant Relief Period), and (ii) a Consolidated Interest Coverage Ratio of not less than (a) 2.50 as of the end of each fiscal quarter ending July 3, 2026 through June 30, 2028, and (b) 2.75 as of the end each fiscal quarter ending September 29, 2028 and thereafter.
The foregoing summary of the material terms and conditions of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Amendment which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2026, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its first fiscal quarter ended April 3, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included or incorporated by reference in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
Exhibit NumberDescription
10.1
Sixth Amendment to Credit Agreement and Third Amendment to Guaranty and Security Agreement, dated May 6, 2026, among Fox Factory Holding Corp. and certain of its subsidiaries, Wells Fargo Bank, National Association, and other financial institutions party thereto.
99.1
Press Release, dated May 7, 2026.
104Cover 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:May 7, 2026 By:/s/ Michael C. Dennison
 Michael C. Dennison
 Chief Executive Officer


Exhibit 99.1

Fox Factory Holding Corp. Reports First Quarter Fiscal 2026 Financial Results
DULUTH, Georgia, May 7, 2026 - 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 reported financial results for the first fiscal quarter ended April 3, 2026.

First Quarter Fiscal 2026 Highlights
Net sales increased 3.9% year-over-year to $368.7 million, reaching the high end of guidance
Net loss of $15.0 million, or $0.36 per diluted share, included charges associated with divestitures in its AAG segment — compared to net loss of $259.7 million, or $6.23 per diluted share, in the prior year quarter which included goodwill impairment
Adjusted earnings per diluted share of $0.18, compared to $0.23 in the prior year quarter
Adjusted EBITDA of $35.7 million exceeded the high end of our guidance range
Reaffirming approximately $50 million of fiscal 2026 cost savings; Phase 2 actions on schedule
Completed the divestiture of the Phoenix, Arizona AAG operations — including the Shock Therapy, Upfit UTV, and Geiser businesses — with proceeds dedicated to debt reduction

Mike Dennison, FOX's Chief Executive Officer, commented, “We delivered a solid first quarter, with revenue at the high end of our guidance range and adjusted EBITDA exceeding the high end of our guidance range. The team is executing against the plan we laid out in February — taking cost out, sharpening the portfolio, and building resilience in an end-market environment that remains subdued. Phase 1 carryover benefits are flowing through as expected, Phase 2 is on schedule, and we are on track to deliver approximately $50 million in cost savings this year.”
Mr. Dennison continued, “The completion of the Phoenix divestiture during the quarter further focuses our portfolio on the core, higher-margin businesses that define Fox Factory. Combined with our disciplined approach to capital allocation and balance sheet management, these actions position us to deliver meaningful operating leverage as our end markets accelerate — and be structurally stronger across our market leading product categories.”
1


First Quarter 2026 Results
Net sales for the first quarter of fiscal 2026 were $368.7 million, an increase of 3.9%, as compared to net sales of $355.0 million in the first quarter of fiscal 2025. This increase reflects a $21.3 million or 17.4% increase in Powered Vehicles Group (“PVG”) net sales, and a $2.9 million or 2.6% increase in Aftermarket Applications Group (“AAG”) net sales, partially offset by a $10.5 million or 8.7% decrease in Specialty Sports Group (“SSG”) net sales. The increase in PVG net sales from $122.1 million to $143.4 million is mainly attributed to strengthening demand in powersports and continued momentum in the automotive aftermarket. The increase in AAG net sales from $111.9 million to $114.8 million is driven by improved performance in our upfitting product lines and stable aftermarket product sales. The decrease in SSG net sales from $121.0 million to $110.5 million primarily reflects distributor and dealer inventory destocking and a difficult prior-year comparison given the industry’s first half 2025 order pull-forward.
Gross margin was 28.9% for the first quarter of fiscal 2026, compared to gross margin of 30.9% in the first quarter of fiscal 2025. The decrease in gross margin was primarily driven by the net impact of tariffs and shifts in our product line mix.
Total operating expenses were $100.4 million, or 27.2% of net sales, for the first quarter of fiscal 2026, compared to $360.3 million, or 101.5% of net sales in the first quarter of fiscal 2025. Operating expenses decreased by $259.8 million, driven primarily by a $262.1 million goodwill impairment recorded in the first quarter of fiscal 2025. Adjusted operating expenses were $85.5 million, or 23.2% of net sales, in the first quarter of fiscal 2026, compared to $84.4 million, or 23.8% of net sales, in the first quarter of the prior fiscal year.
Other expense, net for the first quarter of fiscal 2026 was $9.6 million, an increase of $9.8 million from $0.1 million other income, net in the first quarter of fiscal 2025. The increase in other expense, net was primarily attributable to a $10.0 million loss on divestiture of the Phoenix, Arizona AAG operations.
Income tax benefit was $0.6 million in the first quarter of fiscal 2026, compared to $3.6 million in the first quarter of fiscal 2025. For the first quarter of fiscal 2026, the difference between the Company’s effective tax rate of 3.9% and the 21% federal statutory rate was primarily attributable to lower pre‑tax earnings for the quarter and the tax effects recognized in connection with the sale of our Phoenix, Arizona AAG operations, including Shock Therapy, Upfit UTV, and Geiser businesses.
Net loss attributable to FOX stockholders in the first quarter of fiscal 2026 was $15.0 million, compared to net loss attributable to FOX stockholders of $259.7 million in the first quarter of the prior fiscal year. Net loss per diluted share for the first quarter of fiscal 2026 was $0.36, compared to net loss per diluted share of $6.23 for the first quarter of fiscal 2025; the prior year quarter included a goodwill impairment charge of $262.1 million. Adjusted net income in the first quarter of fiscal 2026 was $7.4 million, or $0.18 of adjusted earnings per diluted share, compared to adjusted net income of $9.8 million, or $0.23 of adjusted earnings per diluted share, in the same period of the prior fiscal year.
Adjusted EBITDA in the first quarter of fiscal 2026 was $35.7 million, exceeding the high end of our guidance range, compared to $39.6 million in the first quarter of fiscal 2025. Adjusted EBITDA margin in the first quarter of fiscal 2026 was 9.7%, compared to 11.2% in the first quarter of fiscal 2025.
2


Balance Sheet Summary
As of April 3, 2026, the Company had cash and cash equivalents of $53.9 million, compared to $58.0 million as of January 2, 2026. Inventory was $375.1 million as of April 3, 2026, compared to $388.6 million as of January 2, 2026. As of April 3, 2026, accounts receivable and accounts payable were $209.1 million and $143.4 million, respectively, compared to $190.7 million and $141.4 million, respectively, as of January 2, 2026. Prepaids and other current assets were $126.3 million as of April 3, 2026, compared to $108.4 million as of January 2, 2026. Goodwill was $83.6 million as of April 3, 2026, compared to $83.6 million as of January 2, 2026. Total debt was $688.2 million as of April 3, 2026 compared to $673.5 million as of January 2, 2026.
In May, the Company proactively amended its credit agreement to provide additional financial flexibility, including the expansion of the net leverage covenant to 5.0x, compared to the prior 4.5x. At quarter-end, the Company’s net leverage covenant was comfortably within the prior threshold.
The decrease in cash and cash equivalents was mainly due to changes in working capital, debt payments, and capital expenditures, partially offset by proceeds from our revolver. Inventory decreased by $13.5 million, driven by divested inventory. The increase in accounts receivable is due to higher sales in the fiscal quarter ended April 3, 2026 compared to the fiscal quarter ended January 2, 2026 and timing of collections. The increase in accounts payable reflects the timing of vendor payments. The increase in prepaids and other assets is mainly attributable to receivables arising from the divestiture of our Phoenix, Arizona AAG operations.
Progress on Phase 2 Profit Optimization Initiative
Fox Factory continues to execute against the multi-phase profit optimization strategy first outlined in its fourth quarter fiscal 2025 earnings release, which targets approximately $50 million of realized savings in fiscal 2026. This includes approximately $10 million of carryover benefit from the Phase 1 program completed in fiscal 2025 and approximately $40 million of incremental savings from Phase 2 actions initiated earlier this year. Phase 2 comprises three strategic elements: business line rationalization to exit operations that are not accretive from a margin perspective; supply chain and materials cost productivity through improved facility utilization and supplier actions; and a reduction in operating expenses across sales, marketing, and G&A functions.
The Company's first quarter results reflect early contribution from these initiatives. As part of this broader effort, the Company completed the divestiture of its Phoenix, Arizona AAG operations during the first quarter — including the Shock Therapy, Upfit UTV, and Geiser businesses — with proceeds dedicated to debt reduction. The Company continues to evaluate strategic alternatives for its other non-core assets to ensure the portfolio aligns with the Company's profitability standards and strategic objectives.
3


Outlook
For the second quarter of fiscal 2026, the Company expects:
Net sales in the range of of $343 million to $365 million
Adjusted EBITDA in the range of $32 million to $40 million
For the fiscal year 2026, the Company is reaffirming its previously issued guidance:
Net sales in the range of $1.328 billion to $1.416 billion
Adjusted EBITDA in the range of $174 million to $203 million
A quantitative reconciliation of adjusted EBITDA for the second quarter and full fiscal year 2026 is not available without unreasonable efforts because management cannot predict, with sufficient certainty, all of the elements necessary to provide such a reconciliation. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
The Company has visibility to potential recoveries of certain tariff costs previously incurred under the International Emergency Economic Powers Act (IEEPA) framework. Any such recoveries are subject to significant uncertainty regarding timing, amount, and allocation among the Company and its commercial counterparties. The Company has not included any potential recovery in its outlook and will recognize amounts only upon receipt.
Conference Call & Webcast
The Company will hold an investor conference call today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The conference call dial-in number for North America listeners is (800) 445-7795, and international listeners may dial (785) 424-1699; the conference ID is FOXFQ126 or 36937126. Live audio of the conference call will be simultaneously webcast in the Investor Relations section of the Company’s website at https://investor.ridefox.com. The webcast of the teleconference will be archived and available on the Company’s website.
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, Marucci, 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 and offers premium baseball and softball gear and equipment. 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.

4


Non-GAAP Financial Measures
In addition to reporting financial measures in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”), FOX includes in this press release certain non-GAAP financial measures consisting of “adjusted gross profit,” “adjusted gross margin,” “adjusted operating expense,” “adjusted operating expense margin”, “adjusted net income,” “adjusted earnings per share,” “adjusted EBITDA,” and “adjusted EBITDA margin,” all of which are non-GAAP financial measures. FOX defines adjusted gross profit as gross profit adjusted for the amortization of acquired inventory valuation markups and cost of goods sold associated with organizational restructuring. Adjusted gross margin is defined as adjusted gross profit divided by net sales. FOX defines adjusted operating expense as operating expense adjusted for amortization of purchased intangibles, goodwill impairment, litigation and settlement-related expenses, acquisition and integration-related expenses, organizational restructuring expenses, and certain strategic transformation costs. FOX defines adjusted operating expense margin as adjusted operating expense divided by net sales. FOX defines adjusted net income as net loss attributable to FOX stockholders adjusted for amortization of purchased intangibles, goodwill impairment, litigation and settlement-related expenses, acquisition and integration-related expenses, organizational restructuring expenses, loss on divestiture, and strategic transformation costs, all net of applicable tax. Adjusted earnings per share is defined as adjusted net income divided by the weighted average number of basic or diluted shares of common stock outstanding during the period. FOX defines adjusted EBITDA as net loss adjusted for interest expense, net other expense, income taxes or tax benefits, amortization of purchased intangibles, goodwill impairment, depreciation, stock-based compensation, litigation and settlement related expenses, organizational restructuring expenses, acquisition and integration-related expenses, loss on divestiture, and strategic transformation costs that are more fully described in the tables included at the end of this press release. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales. These adjustments are more fully described in the tables included at the end of this press release.
FOX includes these non-GAAP financial measures to provide investors with additional insight on the Company’s operating performance and trends, as well as to supplement their understanding of the results of the Company’s core operations. In particular, the exclusion of certain items in calculating the non-GAAP financial measures consisting of adjusted gross profit, adjusted operating expense, adjusted net income and adjusted EBITDA (and accordingly, adjusted gross margin, adjusted operating expense margin, adjusted earnings per diluted share and adjusted EBITDA margin) can provide a useful measure for period-to-period comparisons of the Company’s core business. These non-GAAP financial measures have limitations as analytical tools, including the fact that such non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies because other companies may calculate adjusted gross profit, adjusted gross margin, adjusted operating expense, adjusted operating expense margin, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA and adjusted EBITDA margin differently than FOX does. For more information regarding these non-GAAP financial measures, see the tables included at the end of this press release.
5


FOX FACTORY HOLDING CORP.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
As ofAs of
April 3, 2026January 2, 2026
Assets
Current assets:
Cash and cash equivalents$53,911 $58,008 
Accounts receivable (net of allowances of $2,968 and $2,881, respectively)
209,051 190,670 
Inventory375,116 388,635 
Prepaids and other current assets126,271 108,424 
Total current assets764,349 745,737 
Property, plant and equipment, net220,299 234,635 
Lease right-of-use assets87,046 99,002 
Deferred tax assets86,668 90,397 
Goodwill83,575 83,575 
Trademarks and brands, net235,889 241,820 
Customer and distributor relationships, net131,890 137,648 
Core technologies, net19,089 19,950 
Other assets32,992 18,985 
Total assets$1,661,797 $1,671,749 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$143,370 $141,378 
Accrued expenses85,624 92,095 
Current portion of long-term debt26,875 26,875 
Total current liabilities255,869 260,348 
Revolver176,000 150,000 
Term loan, less current portion485,318 496,663 
Other liabilities86,055 94,733 
Total liabilities1,003,242 1,001,744 
Non-controlling interest(201)(179)
Stockholders’ equity
Preferred stock, $0.001 par value — 10,000 authorized and no shares issued or outstanding as of April 3, 2026 and January 2, 2026
— — 
Common stock, $0.001 par value — 90,000 authorized; 42,826 shares issued and 41,936 outstanding as of April 3, 2026; 42,692 shares issued and 41,802 outstanding as of January 2, 2026
42 42 
Additional paid-in capital355,185 352,239 
Treasury stock, at cost; 890 common shares as of April 3, 2026 and January 2, 2026
(13,754)(13,754)
Accumulated other comprehensive income1,454 832 
Retained earnings315,829 330,825 
Total stockholders’ equity658,756 670,184 
Total liabilities and stockholders’ equity$1,661,797 $1,671,749 

6


FOX FACTORY HOLDING CORP.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited) 
For the three months ended
April 3, 2026April 4, 2025
Net sales$368,657 $355,030 
Cost of sales262,269 245,351 
Gross profit106,388 109,679 
Operating expenses:
Goodwill impairment— 262,129 
General and administrative38,646 37,331 
Sales and marketing33,302 32,847 
Research and development18,454 17,039 
Amortization of purchased intangibles10,035 10,920 
Total operating expenses100,437 360,266 
Income (loss) from operations5,951 (250,587)
Interest expense11,938 12,934 
Other expense (income), net9,645 (150)
Loss before income taxes(15,632)(263,371)
Benefit from income taxes(614)(3,637)
Net loss$(15,018)$(259,734)
Less: net loss attributable to non-controlling interest(22)(40)
Net loss attributable to FOX stockholders$(14,996)$(259,694)
Net loss per share:
Basic$(0.36)$(6.23)
Diluted$(0.36)$(6.23)
Weighted-average shares used to compute earnings per share:
Basic41,862 41,711 
Diluted41,862 41,711 


7


FOX FACTORY HOLDING CORP.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
For the three months ended
April 3, 2026April 4, 2025
OPERATING ACTIVITIES:
Net loss$(15,018)$(259,734)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Goodwill impairment— 262,129 
Depreciation and amortization20,868 22,621 
Provision for inventory reserve512 1,727 
Stock-based compensation4,121 3,355 
Amortization of acquired inventory step-up— 164 
Amortization of loan fees602 1,349 
Amortization of deferred gains on prior swap settlements— (783)
Proceeds from interest rate swap settlements
469 1,127 
Loss on divestiture9,993 — 
Deferred taxes(1,811)(4,736)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable(23,099)(11,279)
Inventory(7,949)(4,923)
Income taxes(195)(1,919)
Prepaids and other assets(103)25,718 
Accounts payable2,547 (16,903)
Accrued expenses and other liabilities(6,998)(17,233)
Net cash (used in) provided by operating activities(16,061)680 
INVESTING ACTIVITIES:
Purchases of property and equipment(5,390)(7,180)
Divestiture of businesses, net of cash divested4,964 — 
Net cash used in investing activities(426)(7,180)
FINANCING ACTIVITIES:
Proceeds from revolver67,000 37,000 
Payments on revolver(41,000)(27,000)
Repayment of term debt(11,719)(6,071)
Repurchases from stock compensation program, net(1,175)(580)
Net cash provided by financing activities13,106 3,349 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(716)78 
CHANGE IN CASH AND CASH EQUIVALENTS(4,097)(3,073)
CASH AND CASH EQUIVALENTS—Beginning of period58,008 71,674 
CASH AND CASH EQUIVALENTS—End of period$53,911 $68,601 
8


FOX FACTORY HOLDING CORP.
NET (LOSS) INCOME TO ADJUSTED NET INCOME RECONCILIATION
AND CALCULATION OF ADJUSTED EARNINGS PER SHARE
(in thousands, except per share data)
(unaudited)
The following tables provide a reconciliation of net (loss) income attributable to FOX stockholders, the most directly comparable financial measure calculated and presented in accordance with GAAP, to adjusted net income (a non-GAAP measure), and the calculation of adjusted earnings per share (a non-GAAP measure) for the three months ended April 3, 2026 and April 4, 2025. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended
April 3, 2026April 4, 2025
Net loss attributable to FOX stockholders$(14,996)$(259,694)
Goodwill impairment— 262,129 
Amortization of purchased intangibles10,035 10,920 
Loss on divestiture9,994 — 
Organizational restructuring expenses(1)
2,121 2,323 
Strategic transformation costs(2)
2,635 20 
Litigation and settlement-related expenses194 716 
Other acquisition and integration-related expenses(3)
185 617 
Tax impacts of reconciling items above(4)
(2,731)(7,242)
Adjusted net income$7,437 $9,789 
Adjusted EPS
Basic$0.18 $0.23 
Diluted$0.18 $0.23 
Weighted average shares used to compute adjusted EPS
Basic41,862 41,711 
Diluted42,027 41,771 
(1) Represents expenses associated with various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, including employee severance, relocation expenses, and consulting and advisory fees.
(2) Represents costs associated with various strategic initiatives.
(3) Represents various acquisition-related costs and expenses incurred to acquire and integrate acquired entities into the Company’s operations and the impact of the finished goods inventory and property, plant and equipment valuation adjustments recorded in connection with the purchase of acquired assets.
(4) Tax impacts on non-GAAP adjustments are calculated using the Company’s normalized effective tax rate, except for goodwill impairment charges and divestitures, which are adjusted based on their specific tax attributes. For these items, the entire tax expense associated with the divestiture and the entire tax benefit associated with goodwill impairment were added back.
9


FOX FACTORY HOLDING CORP.
NET (LOSS) INCOME TO ADJUSTED EBITDA RECONCILIATION AND
CALCULATION OF NET INCOME MARGIN AND ADJUSTED EBITDA MARGIN
(in thousands, except percentages)
(unaudited)
The following tables provide a reconciliation of net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to adjusted EBITDA (a non-GAAP measure), and a reconciliation of net (loss) income margin to adjusted EBITDA margin (a non-GAAP measure) for the three months ended April 3, 2026 and April 4, 2025. These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended
April 3, 2026April 4, 2025
Net sales
Powered Vehicles Group$143,379 $122,098 
Aftermarket Applications Group114,784 111,914 
Specialty Sports Group110,494 121,018 
Net sales$368,657 $355,030 
Net loss$(15,018)$(259,734)
Goodwill impairment— 262,129 
Benefit from income taxes(614)(3,637)
Depreciation and amortization(1)
20,616 21,739 
Loss on divestiture9,994 — 
Non-cash stock-based compensation4,120 3,355 
Organizational restructuring expenses(2)
2,121 2,311 
Strategic transformation costs(3)
2,635 20 
Litigation and settlement-related expenses194 716 
Other acquisition and integration-related expenses(4)
185 617 
Interest and other expense, net11,467 12,086 
Adjusted EBITDA$35,700 $39,602 
Net loss margin(4.1)%(73.2)%
Adjusted EBITDA margin9.7 %11.2 %
Powered Vehicles Group$22,556 $14,383 
Aftermarket Applications Group11,402 16,993 
Specialty Sports Group17,454 23,394 
Unallocated corporate expenses(15,712)(15,168)
Adjusted EBITDA$35,700 $39,602 


10


(1) Depreciation excludes amortization for purchase accounting property, plant and equipment fair value adjustment, and accelerated depreciation related to organizational restructuring initiatives.
(2) Represents expenses associated with various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, including employee severance, relocation expenses, and consulting and advisory fees.
(3) Represents costs associated with various strategic initiatives.
(4) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory and property, plant and equipment valuation adjustments recorded in connection with the purchase of acquired assets.
11


FOX FACTORY HOLDING CORP.
GROSS PROFIT TO ADJUSTED GROSS PROFIT RECONCILIATION AND
CALCULATION OF GROSS MARGIN AND ADJUSTED GROSS MARGIN
(in thousands, except percentages)
(unaudited)
The following table provides a reconciliation of gross profit to adjusted gross profit (a non-GAAP measure) for the three months ended April 3, 2026 and April 4, 2025, and the calculation of gross margin and adjusted gross margin (a non-GAAP measure). These non-GAAP financial measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.
For the three months ended
April 3, 2026April 4, 2025
Net sales$368,657 $355,030 
Gross profit$106,388 $109,679 
Amortization of acquired inventory valuation markup— 164 
Adjusted gross profit$106,388 $109,843 
Gross margin28.9 %30.9 %
Adjusted gross margin28.9 %30.9 %

12


FOX FACTORY HOLDING CORP.
OPERATING EXPENSE TO ADJUSTED OPERATING EXPENSE RECONCILIATION AND
CALCULATION OF ADJUSTED OPERATING EXPENSE MARGIN
(in thousands, except percentages)
(unaudited)
The following tables provide a reconciliation of operating expense to adjusted operating expense (a non-GAAP measure) and the calculations of operating expense margin and adjusted operating expense margin (a non-GAAP measure), for the three months ended April 3, 2026 and April 4, 2025. These non-GAAP financial measures are provided in addition to, and not as an alternative for, the Company’s reported GAAP results.
For the three months ended
April 3, 2026April 4, 2025
Net sales$368,657 $355,030 
Operating expense$100,437 $360,266 
Goodwill impairment— (262,129)
Amortization of purchased intangibles(10,035)(10,920)
Litigation and settlement-related expenses(194)(716)
Other acquisition and integration-related expenses(1)
(185)(453)
Organizational restructuring expenses(2)
(1,859)(1,613)
Strategic transformation costs(3)
(2,635)(20)
Adjusted operating expense$85,529 $84,415 
Operating expense margin27.2 %101.5 %
Adjusted operating expense margin23.2 %23.8 %
(1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations, excluding amortization for purchase accounting inventory fair value adjustment that was classified as cost of sales.
(2) Represents expenses associated with various restructuring initiatives.
(3) Represents costs associated with various strategic initiatives.
13


Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release including earnings guidance 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 generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “can,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential”, “remain” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements include, but are not limited to, statements with regard to expectations related to the future performance of FOX; the Company’s expected demand for its products; the Company’s execution on its organizational restructuring initiatives and strategy to improve operating efficiencies, which may include divestitures, sales, or related transactions involving one or more of the Company’s businesses or assets and other actions related to the Company’s strategic review of its portfolio; the Company’s expectation regarding its operating results and future growth prospects; the Company’s expected future sales and future adjusted earnings per diluted share; and any other statements in this press release that are not of a historical nature. Many important factors may cause the Company’s actual results, events or circumstances to differ materially from those discussed in any such forward-looking statements, including but not limited to: 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 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 the other risks and uncertainties described in “Risk Factors” contained in its Annual Report on Form 10-K for the fiscal year ended January 2, 2026 and filed with the Securities and Exchange Commission on February 27, 2026, or Quarterly Reports on Form 10-Q or otherwise described in the Company’s other filings with the Securities and Exchange Commission. 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. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
14



CONTACT:
ICR
Jeff Sonnek
646-277-1263
Jeff.Sonnek@icrinc.com
15

FAQ

How did Fox Factory (FOXF) perform financially in Q1 2026?

Fox Factory reported Q1 2026 net sales of $368.7 million, up 3.9% year-over-year. The company posted a net loss of $15.0 million, or $0.36 per diluted share, while adjusted net income was $7.4 million and adjusted earnings per diluted share were $0.18.

What were Fox Factory (FOXF) segment results for Q1 2026?

Powered Vehicles Group net sales rose to $143.4 million from $122.1 million, a 17.4% increase. Aftermarket Applications Group net sales increased to $114.8 million from $111.9 million, while Specialty Sports Group net sales declined to $110.5 million from $121.0 million, reflecting inventory destocking and tougher comparisons.

What is Fox Factory’s (FOXF) outlook for fiscal 2026?

For fiscal 2026, Fox Factory reaffirmed net sales guidance of $1.328 billion to $1.416 billion. It also expects adjusted EBITDA between $174 million and $203 million. These figures exclude any potential tariff cost recoveries, which the company will recognize only upon receipt.

What changes did Fox Factory (FOXF) make to its credit agreement in 2026?

Fox Factory entered into a Sixth Amendment to its Credit Agreement on May 6, 2026. The amendment revises interest margins on SOFR and base rate loans and tightens certain covenants, including a Consolidated Net Leverage Ratio cap of 5.00 for specified quarters before stepping down later.

What is Fox Factory’s (FOXF) profit optimization initiative?

Fox Factory is executing a multi‑phase profit optimization strategy targeting about $50 million of realized savings in fiscal 2026. This includes roughly $10 million of Phase 1 carryover savings and about $40 million from Phase 2 actions focused on business rationalization, supply chain productivity, and operating expense reductions.

How did Fox Factory’s (FOXF) balance sheet look at April 3, 2026?

As of April 3, 2026, Fox Factory held $53.9 million in cash and cash equivalents and $375.1 million of inventory. Total debt was $688.2 million, including $176.0 million on the revolver and $485.3 million of term loan, while stockholders’ equity totaled $658.8 million.

What guidance did Fox Factory (FOXF) give for Q2 2026?

For Q2 2026, Fox Factory expects net sales between $343 million and $365 million. It also projects adjusted EBITDA in a range of $32 million to $40 million. Management did not provide a detailed reconciliation for adjusted EBITDA, citing difficulty in predicting all necessary elements.

Filing Exhibits & Attachments

6 documents