FOX Factory (NASDAQ: FOXF) CFO receives 14,341 shares from performance award

Rhea-AI Filing Summary

FOX FACTORY HOLDING CORP Chief Financial Officer Dennis Charles Schemm acquired 14,341 shares of common stock on February 25, 2026 at a price of $0.0000 per share through a grant/award. These shares were earned from performance stock units under the company’s 2022 Omnibus Plan after performance goals for the period ended January 2, 2026 were met and the Board approved the related financial statements. Following this award, Schemm directly holds 54,964 shares of FOX FACTORY common stock.

Insights

Equity Compensation Analyst

CFO receives stock from earned performance-based equity award.

The CFO of FOX FACTORY HOLDING CORP acquired 14,341 common shares at no cost via an equity grant tied to performance stock units from the 2022 Omnibus Plan. The award reflects compensation for meeting predefined performance goals.

The footnote states these units were earned after the Compensation Committee confirmed performance goals for the period ended January 2, 2026, and after Board approval of the company’s financial statements in the Annual Report on Form 10-K. This links the award directly to achieved financial and operational results.

This type of performance-based stock award is a routine element of executive pay and does not, by itself, signal a directional view on the company’s valuation. It primarily aligns the CFO’s compensation with company performance over the designated measurement period.

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 CA 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)
02/25/2026

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	02/25/2026		A		14,341(1)	A	$0	54,964	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. Reflects performance stock units, originally granted pursuant to the Issuer's 2022 Omnibus Plan, earned after the Compensation Committee of the Issuer determined on February 24, 2026 that certain performance goals for the performance period ended January 2, 2026 had been met, subject to approval by the Board of Directors on February 25, 2026 of the financial statements in the Company's Annual Report on Form 10-K for the year ended January 2, 2026.

Remarks:

	/s/ Dennis C. Schemm, by Toby D. Merchant as attorney-in-fact	02/27/2026
	** 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.

FAQ

What did FOXF CFO Dennis Schemm report in this Form 4 filing?

FOXF CFO Dennis Schemm reported acquiring 14,341 shares of common stock via a grant at no cost. The shares resulted from performance stock units earned under FOX Factory’s 2022 Omnibus Plan after specified performance goals were met and financial statements were approved.

Was the FOXF CFO transaction a market buy or sell of shares?

The FOXF CFO transaction was not a market buy or sell; it was a grant/award acquisition. Schemm received 14,341 shares of common stock at a price of zero, reflecting earned performance stock units rather than an open-market purchase or sale of existing shares.

What performance period determined the FOXF CFO’s stock unit award?

The award was based on a performance period that ended January 2, 2026. The Compensation Committee determined that the relevant performance goals were met, and the award became effective after the Board approved financial statements for that same fiscal year-end date.

Under which plan were the FOXF CFO’s performance stock units granted?

The CFO’s performance stock units were originally granted under FOX Factory’s 2022 Omnibus Plan. After performance goals for the specified period were achieved and financial statements were approved, those units converted into 14,341 shares of common stock reported in this Form 4.

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

After this Form 4 transaction, the FOXF CFO directly holds 54,964 shares of common stock. This total includes the newly acquired 14,341 shares that were issued at no cost upon the earning of performance stock units under the company’s 2022 Omnibus Plan.

What approvals were required before the FOXF CFO’s performance units were earned?

The earning of the performance stock units required two key approvals. The Compensation Committee first determined that the performance goals were achieved, then the Board of Directors approved the company’s financial statements in the Annual Report on Form 10-K for the year ended January 2, 2026.