Performance-based stock award for Fox Factory (FOXF) chief legal officer

Rhea-AI Filing Summary

FOX FACTORY HOLDING CORP Chief Legal Officer Toby D. Merchant reported acquiring 8,704 shares of common stock at a stated price of $0.00 per share through a grant or award. These shares reflect performance stock units originally granted under the company’s 2022 Omnibus Plan and earned after the Compensation Committee determined that performance goals for the period ended January 2, 2026 were met, subject to Board approval of the company’s audited financial statements. Following this award, Merchant directly owns 37,124 common shares.

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^*

Merchant Toby D

(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 Legal 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		8,704(1)	A	$0	37,124	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/ Toby D. Merchant	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 insider transaction did FOXF Chief Legal Officer Toby Merchant report?

Toby D. Merchant reported acquiring 8,704 shares of FOX FACTORY common stock through a grant or award. The transaction involved no cash price per share and increased his direct holdings to 37,124 shares after the award.

Was the FOXF insider transaction a market purchase or a stock award?

The FOXF insider activity was a stock award, not a market purchase. Merchant received 8,704 common shares at a stated price of $0.00 per share, classified as a grant, award, or other acquisition under the reporting rules.

What performance conditions were tied to the FOXF stock units awarded to Toby Merchant?

The awarded shares reflect performance stock units originally granted under the 2022 Omnibus Plan. They were earned after the Compensation Committee determined performance goals for the period ended January 2, 2026 had been met, subject to subsequent Board approval of financial statements.

How many FOXF shares does Toby Merchant own after this Form 4 transaction?

After this Form 4 transaction, Toby D. Merchant directly owns 37,124 shares of FOX FACTORY common stock. This total reflects his holdings immediately following the 8,704-share performance-based award reported in the filing.

What plan governed the FOXF performance stock units awarded to the Chief Legal Officer?

The performance stock units that converted into 8,704 FOX FACTORY shares were originally granted under the company’s 2022 Omnibus Plan. They became earned after performance goals were met for the period ending January 2, 2026, pending Board approval of financial statements.

Did the FOXF Board have a role in finalizing the reported stock award?

Yes. The award was tied to the Board of Directors approving the company’s financial statements. The units were earned after the Compensation Committee’s determination, subject to Board approval of the Annual Report financials for the year ended January 2, 2026.