Fox Factory (FOXF) awards 8,989 restricted stock units to director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DUNCAN THOMAS E. reported acquisition or exercise transactions in this Form 4 filing.

FOX FACTORY HOLDING CORP director Thomas E. Duncan received a grant of 8,989 shares of Common Stock in the form of restricted stock units under the company’s Non-Employee Director Compensation Policy. The units were granted at no cash cost and will vest the day before the company’s 2027 annual meeting. After this grant, Duncan directly holds 27,954 shares of FOX Factory common stock, reflecting his total reported beneficial ownership following the award.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DUNCAN THOMAS E.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,989	$0.00	--

Holdings After Transaction: Common Stock — 27,954 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 8,989 shares Grant price: $0.00 per share Post-grant holdings: 27,954 shares +1 more

4 metrics

RSU grant size 8,989 shares Restricted stock units granted on May 8, 2026

Grant price $0.00 per share Equity award under Non-Employee Director Compensation Policy

Post-grant holdings 27,954 shares Total common stock held after the award

Vesting timing Day before 2027 annual meeting Vesting schedule for the 8,989 RSUs

Key Terms

restricted stock units, Non-Employee Director Compensation Policy, annual meeting, beneficial ownership

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.

beneficial ownership financial

"total_shares_following_transaction": "27954.0000"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:04 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^*

DUNCAN THOMAS E.

(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⁾		8,989	A	$0	27,954	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/ Thomas E. Duncan, 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 insider transaction did FOXF director Thomas E. Duncan report?

Thomas E. Duncan reported receiving a grant of 8,989 restricted stock units of FOX Factory common stock. The award was made under the company’s Non-Employee Director Compensation Policy and represents stock-based compensation rather than an open-market purchase or sale.

When do Thomas E. Duncan’s new FOXF restricted stock units vest?

The 8,989 restricted stock units granted to Thomas E. Duncan vest the day before FOX Factory’s 2027 annual meeting. Vesting means the units convert into shares he fully owns, aligning his compensation with the company’s long-term performance over that period.

How many FOXF shares does Thomas E. Duncan hold after this grant?

Following the grant, Thomas E. Duncan directly holds 27,954 shares of FOX Factory common stock. This total reflects his beneficial ownership as reported in the filing after receiving the 8,989-share restricted stock unit award granted on May 8, 2026.

Was cash paid for Thomas E. Duncan’s FOXF restricted stock unit grant?

No cash was paid for this award; the restricted stock units were granted at a price of $0.00 per share. This reflects typical equity-based compensation for non-employee directors, designed to provide ownership without requiring a cash outlay.

Is Thomas E. Duncan’s FOXF transaction a market buy or sell?

The transaction is not a market buy or sell; it is a grant of 8,989 restricted stock units classified as a grant, award, or other acquisition. It reflects compensation awarded by the company, rather than an open-market transaction initiated by the director.