FOXF CFO has 524 shares withheld for taxes

FOX Factory Holding Corp Chief Financial Officer Dennis Charles Schemm reported a routine tax-related share disposition.

Rhea-AI Filing Summary

FOX Factory Holding Corp Chief Financial Officer Dennis Charles Schemm reported a routine tax-related share disposition. On the vesting of restricted stock units, 524 shares of common stock were withheld at $17.74 per share to satisfy tax obligations, according to the filing footnote.

These withheld shares were not sold in the open market but used to cover taxes due on equity compensation. After this transaction, Schemm directly holds 86,590 shares of FOX Factory Holding Corp common stock, reflecting his continuing equity stake in the company.

Insider Trade Summary

Exercise Price or Tax Liability: 524 shares

Exercise Price or Tax Liability 1 txn

Insider Schemm Dennis Charles

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	524	$17.74	$9K

Holdings After Transaction: Common Stock — 86,590 shares (Direct)

Footnotes (1)

1. F1. Shares withheld to satisfy tax obligations arising out of vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 524 shares Withholding price per share: $17.74 per share Shares held after transaction: 86,590 shares

3 metrics

Shares withheld for taxes 524 shares Tax withholding on RSU vesting

Withholding price per share $17.74 per share Value used for 524-share tax withholding

Shares held after transaction 86,590 shares Direct ownership after tax-withholding disposition

Key Terms

restricted stock units, tax obligations, tax-withholding disposition, Common Stock

4 terms

restricted stock units financial

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

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.

tax obligations financial

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

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Dennis Schemm reported a tax-related share disposition. 524 shares of FOX Factory Holding Corp common stock were withheld at $17.74 per share to cover taxes from vesting restricted stock units, rather than being sold in an open-market transaction.

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

No, the transaction was not an open-market sale. The Form 4 shows 524 shares were withheld to satisfy tax obligations arising from vesting of restricted stock units, a routine compensation-related event rather than a discretionary sale into the market.

How many FOXF shares does the CFO hold after this tax-withholding transaction?

Following the transaction, CFO Dennis Schemm directly holds 86,590 shares of FOX Factory Holding Corp common stock. This figure reflects his remaining ownership after 524 shares were withheld to pay taxes on vested restricted stock units.

What does the footnote on the FOXF Form 4 filing explain about the shares?

The footnote explains that the shares were withheld to satisfy tax obligations tied to the vesting of restricted stock units. This clarifies that the 524 shares were used for tax payment, not sold voluntarily in the open market.

What transaction code is used in the FOXF Form 4 and what does it mean?

The Form 4 uses transaction code “F”, which indicates payment of a tax liability by delivering or withholding securities. Here, it reflects the withholding of 524 shares of common stock to cover taxes on restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:05 PM EDT Learn about SEC filing dates

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^*

Schemm Dennis Charles

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/02/2026		F(1)		524	D	$17.74	86,590	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	05/05/2026
	** 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)