Tax withholding trims Fox Factory (FOXF) CFO reported share stake

Rhea-AI Filing Summary

Fox Factory Holding Corp’s Chief Financial Officer Dennis Charles Schemm reported a routine tax-related share disposition. On March 4, 2026, 2,497 shares of common stock were withheld at $17.85 per share to cover taxes from vesting restricted stock units.

After this tax-withholding transaction, Schemm directly owned 51,102 shares of Fox Factory common stock. This event reflects automatic share withholding to satisfy tax obligations, rather than an open-market sale or discretionary trading decision.

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

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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^*

Schemm Dennis Charles

(Last) (First) (Middle)

C/O FOX FACTORY HOLDING CORP.

2055 SUGARLOAF CIRCLE, SUITE 300

(Street)

DULUTH GA 30097

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		F(1)		2,497	D	$17.85	51,102	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy tax obligations arising out of vesting of restricted stock units.

Remarks:

	/s/ Dennis C. Schemm, by Toby D. Merchant as attorney-in-fact	03/06/2026
	** 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).
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FAQ

What insider transaction did FOXF CFO Dennis Schemm report on this Form 4?

FOXF CFO Dennis Schemm reported a tax-withholding disposition of 2,497 shares of Fox Factory common stock. The shares were withheld at $17.85 each to satisfy tax obligations triggered by the vesting of restricted stock units, not through an open-market sale.

Was the FOXF CFO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding transaction, not an open-market sale. 2,497 shares were withheld at $17.85 per share specifically to cover tax obligations arising from the vesting of restricted stock units granted to the CFO.

How many FOXF shares did the CFO dispose of for tax withholding and at what price?

The CFO disposed of 2,497 shares of Fox Factory common stock through tax withholding at a price of $17.85 per share. These shares were withheld automatically to meet tax obligations tied to vested restricted stock units, rather than being sold in the market.

How many FOXF shares does the CFO own after this Form 4 transaction?

After the tax-withholding disposition, the CFO directly owns 51,102 shares of Fox Factory common stock. This figure reflects his direct ownership immediately following the withholding of 2,497 shares to cover tax liabilities from restricted stock unit vesting.

What does transaction code F mean in the FOXF CFO’s Form 4 filing?

Transaction code F indicates a payment of tax liability by delivering securities. In this FOXF filing, 2,497 shares of common stock were withheld at $17.85 per share specifically to satisfy tax obligations from restricted stock units vesting for the Chief Financial Officer.