Every 8-K that Fox Factory Holding Corp. (FOXF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FOXF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FOXF filings page.
Fox Factory Holding Corp. (FOXF) announced preliminary, unaudited Q3 fiscal 2026 results below guidance, lowered its fiscal 2026 outlook, and appointed Douglas J. Grimm interim CEO effective October 16, 2026. Q3 net sales are expected at $336 million to $340 million versus $355 million to $380 million guidance. Adjusted EBITDA is expected at $38 million to $42 million, excluding approximately $12 million of IEEPA tariff refunds received in the quarter, versus $46 million to $54 million guidance.
Fiscal 2026 net sales outlook is $1.35 billion to $1.38 billion versus prior guidance of $1.42 billion to $1.47 billion. Adjusted EBITDA outlook is $140 million to $150 million excluding approximately $14 million of refunds received in the second and third quarters, or $154 million to $164 million including refunds, versus prior guidance of $176 million to $196 million. The outlook reflects the September 25, 2026 divestiture of Marucci Sports and updated fourth-quarter expectations.
Grimm remains a director and is not a candidate for the permanent CEO role. His agreement provides a $1,065,000 annual base salary, a restricted stock unit award with a $2 million target grant-date fair value, and eligibility for a $600,000 completion bonus if he serves at least six months or until a permanent CEO is appointed, whichever is earlier. Michael C. Dennison stepped down as CEO and resigned from the Board effective October 15, 2026, but remains employed during transition discussions.
Fox Factory Holding Corp.'s wholly owned subsidiary, Fox Factory, Inc., completed the sale of Wheelhouse Holdings Inc., parent of Marucci Sports, LLC, to Squared Up Holdings, LLC, on September 25, 2026. The sale price was based on a $225 million enterprise value and comprised $200 million in cash plus $25 million in principal and interest payable under an unsecured subordinated convertible note. After closing adjustments, Seller received $200 million in net cash proceeds and applied them to reduce the Company's credit-facility borrowings.
The note's original aggregate principal was $24.7 million, due December 31, 2026; it bears 4.55% annual interest through maturity and 10% thereafter if unpaid until repayment or conversion, with interest added to principal quarterly beginning January 1, 2027. If unpaid at maturity, principal increases by an additional $2.5 million plus PIK interest. The unaudited pro forma information reflects a $120.136 million loss on disposal and $7.512 million in transaction costs; it is illustrative and not necessarily indicative of actual results.
Fox Factory Holding Corp. (FOXF) completed the sale of Wheelhouse Holdings Inc., the parent of Marucci Sports, to Squared Up Holdings, LLC for an enterprise value of $225 million. Consideration was $200 million in cash at closing, subject to certain adjustments, plus a $25 million unsecured subordinated convertible promissory note, inclusive of principal and interest, payable on or before December 31, 2026. Fox applied all closing cash to reduce borrowings under its credit facility.
Fox said annualized interest expense is reduced by approximately $16 million. Had the transaction closed on July 3, 2026, net leverage would have been approximately 2.7 times, compared with 3.7 times as reported under its credit agreement. The note is not contingent on performance; if not satisfied in full by its due date, Fox may, but is not required to, convert the outstanding balance into equity of the parent company of Squared Up Holdings, LLC. Upon receipt, Fox expects to apply the full note amount to borrowings, with the expected cumulative annualized interest expense reduction reaching approximately $17 million. Fox incurred approximately $7.5 million in transaction-related costs, to be paid separately with cash on hand.
Fox Factory Holding Corp. reported second quarter fiscal 2026 net sales of $358.1 million, down 4.5% year over year, and net income attributable to stockholders of $4.1 million, or $0.10 per diluted share. Adjusted net income was $15.5 million and adjusted EBITDA was $45.5 million, a 12.7% margin including about $2 million of IEEPA tariff refunds. Segment performance reflected lower Specialty Sports Group and Aftermarket Applications Group sales, partly offset by a 22.5% powersports increase within Powered Vehicles Group.
For the first six months of 2026, net sales were $726.8 million and net loss attributable to stockholders was $10.9 million, compared with a much larger prior-year loss that included a $262.1 million goodwill impairment. The company reports capturing more than $25 million of gross savings from its profit optimization initiative toward an approximately $50 million full-year target and reduced net debt by $9.1 million to $606.4 million, with a 3.7x net leverage ratio under its credit agreement.
Fox Factory guides third quarter 2026 net sales of $355–$380 million and adjusted EBITDA of $46–$54 million, and full-year 2026 net sales of $1.42–$1.47 billion with adjusted EBITDA of $176–$196 million. The outlook assumes elevated tariffs, commodity, freight and fuel costs, continued constrained Ford F-150 chassis availability, and excludes up to $8 million of potential additional tariff recoveries.
Fox Factory Holding Corp. reported the results of its 2026 Annual Meeting of Stockholders held on May 8, 2026. A total of 41,932,594 common shares were outstanding and entitled to vote as of the March 10, 2026 record date, and 38,903,979 shares were present or represented by proxy, representing approximately 92.78% of eligible shares.
Stockholders elected Elizabeth A. Fetter and Douglas J. Grimm as Class I directors to serve terms ending at the 2029 Annual Meeting. Fetter received 27,438,006 votes for and 3,868,213 withheld, while Grimm received 31,163,229 votes for and 142,990 withheld, with 7,597,760 broker non-votes for each nominee.
Stockholders also ratified the appointment of Grant Thornton LLP as independent public accountants for fiscal year 2026 with 38,844,313 votes for, 52,446 against, and 7,220 abstentions. In addition, an advisory resolution approving executive compensation received 27,616,480 votes for, 3,675,322 against, 14,417 abstentions, and 7,597,760 broker non-votes.
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.
Fox Factory Holding Corp. expanded its board of directors to nine members and appointed Douglas J. Grimm as a Class I director, effective March 25, 2026. His current term runs until the 2026 annual meeting of stockholders, when he will be nominated for a further term ending at the 2029 annual meeting.
Grimm was appointed under a previously announced Cooperation Agreement with Engine Capital L.P. and certain affiliates. He will serve on the Board’s Audit Committee and Transformation Committee, receiving the same, pro-rated compensation, equity awards, benefits, indemnification, and D&O insurance as other non-employee directors. The company reports no related-party transactions involving him that require disclosure.
Fox Factory Holding Corp. reported a difficult fiscal 2025 marked by large non-cash write-downs but modest underlying growth. Net sales rose 2.3% in the fourth quarter to $361.1 million, while the company posted a Q4 net loss of $287.0 million, or $6.86 per diluted share, driven largely by impairment charges.
For fiscal 2025, net sales increased 5.3% to $1.467 billion, but Fox Factory swung to a net loss of $544.6 million from net income of $6.6 million the prior year, mainly due to $557.3 million of goodwill impairment and other asset write-downs. Adjusted EBITDA was relatively stable at $168.4 million with an 11.5% margin.
The company completed Phase 1 of its profit optimization plan, delivering about $25 million of 2025 savings, and launched Phase 2 targeting roughly $40 million of additional savings in 2026, for about $50 million of total savings expected next year. Management is also reviewing strategic alternatives for Marucci and other non-core assets and plans to divest its Phoenix, Arizona AAG operations by the end of the first quarter of fiscal 2026.
For 2026, Fox Factory projects net sales between $1.328 billion and $1.416 billion and adjusted EBITDA between $174 million and $203 million, implying adjusted EBITDA margin improvement of roughly 200% basis points at the midpoint compared with 2025.
Fox Factory Holding Corp. expanded its board of directors to eight members and appointed Alan L. Bazaar as a Class II director, effective February 13, 2026, under a previously announced Cooperation Agreement with Engine Capital L.P. and its affiliates. His term runs until the 2027 annual meeting of stockholders. The board also created a Transformation Committee to oversee management’s efforts on profitability, cost-cutting, and margin improvement, and named Bazaar to this committee as well as the Compensation and Nominating and Corporate Governance Committees. He will receive standard non-employee director compensation and benefits, pro-rated from his appointment date.
Fox Factory Holding Corp. entered into a cooperation agreement with investment firm Engine Capital focused on improving profitability and margins. The company will appoint two new independent directors, including Alan L. Bazaar, and create a Board-level Transformation Committee to oversee cost-cutting and operational efficiency initiatives.
The agreement calls for Bazaar to join as a Class II director and an additional independent director with manufacturing operations experience to join as a Class I director, who will be nominated for a longer term at the 2026 annual meeting. Two current directors, including Chairman Dudley W. Mendenhall, will retire from the Board at the 2026 annual meeting.
The Transformation Committee, chaired by Sidney Johnson and including both new directors, will work with a nationally recognized consulting firm to evaluate and implement initiatives to reduce the company’s cost structure, enhance profitability, and improve capital allocation. The agreement also includes standstill, voting, committee appointment, board-size limits and non-disparagement provisions that extend through a period tied to the 2026 and 2027 annual meetings.
Fox Factory Holding Corp. furnished a press release with financial results for its third fiscal quarter ended October 3, 2025. The information was provided under Item 2.02 of Form 8-K and is deemed furnished, not filed under the Exchange Act or incorporated by reference except by specific reference. The press release is included as Exhibit 99.1, with the cover page Inline XBRL data as Exhibit 104.
Fox Factory Holding Corp. amended its credit facilities, replacing existing loans with a $537.5 million term loan and a $500.0 million revolving credit facility, plus an incremental facility of up to $175.0 million and additional capacity if the Consolidated Net Leverage Ratio is below 3.25%. The term loan amortizes at $6,718,750 quarterly, with all amounts under the term and revolver due on October 24, 2030.
Borrowings may be SOFR loans with a margin of 1.00%–2.50%, or base rate loans with a margin of 0.00%–1.50%, subject to floors. Financial covenants require a Consolidated Net Leverage Ratio not to exceed 4.50 for quarters ending October 3, 2025 through January 2, 2026, stepping down to 4.25 for the quarter ending April 3, 2026 and 4.00 thereafter, and a Consolidated Interest Coverage Ratio of at least 2.75. Limits temporarily increase by 0.50 for four quarters after a permitted acquisition over $75.0 million.
The company borrowed $710 million at closing ($537.5 million term and $172.5 million revolver) to repay prior debt and for general corporate purposes.