Fox Factory (FOXF) CEO withholds 10,641 shares to cover RSU tax bill

Rhea-AI Filing Summary

FOX FACTORY HOLDING CORP Chief Executive Officer Michael C. Dennison reported a tax-related share disposition connected to restricted stock units. On March 4, 2026, 10,641 shares of common stock were withheld at $17.85 per share to satisfy tax obligations from RSU vesting.

After this tax-withholding disposition, Dennison’s directly held common stock ownership stood at 263,450 shares. This was not an open-market purchase or sale, but an automatic share withholding to cover taxes due on equity compensation.

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^*

DENNISON MICHAEL C.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		10,641	D	$17.85	263,450	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/ Michael C. Dennison, 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 did FOXF CEO Michael Dennison report in this Form 4 transaction?

Michael C. Dennison reported a tax-withholding disposition of 10,641 FOX FACTORY HOLDING CORP common shares. The shares were withheld to cover tax obligations arising from the vesting of restricted stock units, rather than being sold in an open-market transaction.

How many FOXF shares were withheld for taxes in Dennison’s filing?

The filing shows 10,641 shares of FOX FACTORY HOLDING CORP common stock were withheld. These shares were used to satisfy tax liabilities triggered by the vesting of restricted stock units awarded as part of Dennison’s equity compensation package.

What price per share was used for the FOXF tax-withholding disposition?

The tax-withholding disposition used a share price of $17.85 for FOX FACTORY HOLDING CORP common stock. This price determined the value of the 10,641 withheld shares applied toward Michael Dennison’s associated tax obligations from his restricted stock unit vesting.

How many FOXF shares does Michael Dennison hold after this Form 4 event?

After the reported tax-withholding disposition, Michael C. Dennison directly holds 263,450 shares of FOX FACTORY HOLDING CORP common stock. This post-transaction balance reflects his remaining direct ownership following the automatic withholding of 10,641 shares for tax purposes.

Was the FOXF Form 4 transaction an open-market sale by the CEO?

No, the Form 4 does not show an open-market sale. It records a tax-withholding disposition, where 10,641 FOX FACTORY HOLDING CORP shares were withheld to satisfy tax obligations generated by the vesting of Michael Dennison’s restricted stock units.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, FOX FACTORY HOLDING CORP shares were withheld from Michael Dennison’s restricted stock unit vesting to cover related tax obligations instead of being sold on the open market.