Fox Factory (NASDAQ: FOXF) awards 9,832 RSUs to director Jean Hlay

Q: Was any cash paid for the FOXF shares in Jean Hlay’s Form 4 transaction?

No cash was paid; the reported price is $0.00 per share. The Form 4 describes the transaction as a grant or award acquisition, meaning the restricted stock units were issued as part of director compensation instead of being bought in the market.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HLAY JEAN reported acquisition or exercise transactions in this Form 4 filing.

FOX FACTORY HOLDING CORP director Jean Hlay received a grant of 9,832 restricted stock units of common stock. The award was made under the company’s Non-Employee Director Compensation Policy at a grant price of $0.00 per share, reflecting a compensation grant rather than a market purchase.

The restricted stock units vest the day before the company’s 2027 annual meeting, tying the award to continued board service. Following this grant, Hlay beneficially owns 27,908 shares of FOX Factory common stock in total, all held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HLAY JEAN

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,832	$0.00	--

Holdings After Transaction: Common Stock — 27,908 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 9,832 restricted stock units Grant price: $0.00 per share Post-transaction holdings: 27,908 shares +1 more

4 metrics

RSU grant size 9,832 restricted stock units Award to director Jean Hlay on May 8, 2026

Grant price $0.00 per share Equity compensation, not an open-market purchase

Post-transaction holdings 27,908 shares Total common stock held directly after the grant

Vesting timing Day before 2027 annual meeting Vesting schedule for granted restricted stock units

Key Terms

restricted stock units, Non-Employee Director Compensation Policy, annual meeting, Form 4

4 terms

restricted stock units financial

"The Reporting Person received a grant of restricted stock units pursuant to the Issuer's Non-Employee Director Compensation Policy."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Employee Director Compensation Policy financial

"The Reporting Person received a grant of restricted stock units pursuant to the Issuer's Non-Employee Director Compensation Policy."

annual meeting financial

"The restricted stock units vest the day before the Issuer's 2027 annual meeting."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:03 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HLAY JEAN

(Last)

(First)

(Middle)

C/O FOX FACTORY HOLDING CORP.

2055 SUGARLOAF CIRCLE, SUITE 300

(Street)

DULUTH

GEORGIA

30097

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FOX FACTORY HOLDING CORP [ FOXF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		A⁽¹⁾		9,832	A	$0	27,908	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person received a grant of restricted stock units pursuant to the Issuer's Non-Employee Director Compensation Policy. The restricted stock units vest the day before the Issuer's 2027 annual meeting.

Remarks:

	/s/ Jean H. Hlay, by Toby D. Merchant as attorney-in-fact	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did FOXF director Jean Hlay report in this Form 4 filing?

Jean Hlay reported receiving a grant of 9,832 restricted stock units. These units are a form of equity compensation in FOX Factory Holding Corp common stock and were awarded under the company’s Non-Employee Director Compensation Policy, not purchased on the open market.

How many FOXF shares does Jean Hlay hold after this RSU grant?

After the grant, Jean Hlay holds 27,908 shares of FOXF common stock. This figure reflects her direct beneficial ownership following the award of 9,832 restricted stock units reported in the Form 4 filing for the May 8, 2026 transaction date.

What are the vesting terms of Jean Hlay’s 9,832 FOXF restricted stock units?

The 9,832 restricted stock units vest the day before FOX Factory’s 2027 annual meeting. Vesting means the units convert into shares over time, so Hlay generally must remain a director through that date to receive the full benefit of the award.

Was any cash paid for the FOXF shares in Jean Hlay’s Form 4 transaction?

No cash was paid; the reported price is $0.00 per share. The Form 4 describes the transaction as a grant or award acquisition, meaning the restricted stock units were issued as part of director compensation instead of being bought in the market.

Why did FOX Factory grant restricted stock units to director Jean Hlay?

The grant was made under FOX Factory’s Non-Employee Director Compensation Policy. Such policies typically provide equity awards to outside directors, aligning their interests with shareholders by tying a portion of board compensation to the company’s stock performance over time.