Fox Factory Hldg Corp SEC Filings

Nantahala Capital Management and its principals have disclosed a significant passive stake in Fox Factory Holding Corp. As of December 31, 2025, Nantahala, Wilmot B. Harkey, and Daniel Mack collectively report beneficial ownership of 2,188,300 shares of Fox Factory common stock, representing 5.24% of the outstanding class.

The shares are held by funds and separately managed accounts that Nantahala oversees, with each reporting person having shared power to vote and dispose of 2,188,300 shares and no sole voting or dispositive power. They certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Fox Factory.

Fox Factory Holding Corp. expanded its board of directors to eight members and appointed Alan L. Bazaar as a Class II director, effective February 13, 2026, under a previously announced Cooperation Agreement with Engine Capital L.P. and its affiliates. His term runs until the 2027 annual meeting of stockholders. The board also created a Transformation Committee to oversee management’s efforts on profitability, cost-cutting, and margin improvement, and named Bazaar to this committee as well as the Compensation and Nominating and Corporate Governance Committees. He will receive standard non-employee director compensation and benefits, pro-rated from his appointment date.

Fox Factory Holding Corp. entered into a cooperation agreement with investment firm Engine Capital focused on improving profitability and margins. The company will appoint two new independent directors, including Alan L. Bazaar, and create a Board-level Transformation Committee to oversee cost-cutting and operational efficiency initiatives.

The agreement calls for Bazaar to join as a Class II director and an additional independent director with manufacturing operations experience to join as a Class I director, who will be nominated for a longer term at the 2026 annual meeting. Two current directors, including Chairman Dudley W. Mendenhall, will retire from the Board at the 2026 annual meeting.

The Transformation Committee, chaired by Sidney Johnson and including both new directors, will work with a nationally recognized consulting firm to evaluate and implement initiatives to reduce the company’s cost structure, enhance profitability, and improve capital allocation. The agreement also includes standstill, voting, committee appointment, board-size limits and non-disparagement provisions that extend through a period tied to the 2026 and 2027 annual meetings.

FOX Factory Holding Corp’s shareholder , Inc. filed Amendment No. 5 to a Schedule 13G showing passive ownership of the company’s common stock. The filing reports beneficial ownership of 5,285,437 shares, representing 12.64% of the outstanding common stock as of the event date.

, Inc., a California investment adviser, has sole power to dispose of these 5,285,437 shares, which are held in client accounts. A related 401k profit sharing plan holds 29,646 shares with shared voting power. Individuals Scott P. Roseman and Aaron J. Wagner are reported as having shared voting and dispositive powers over the same share block.

The filer certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FOX Factory Holding Corp, indicating a passive investment position.

The Vanguard Group reports beneficial ownership of 3,829,747 shares of Fox Factory Holding Corp common stock, representing 9.16% of the outstanding class as of December 31, 2025. Vanguard has shared voting power over 385,420 shares and shared dispositive power over all 3,829,747 shares, with no sole voting or dispositive authority.

Vanguard explains that an internal realignment on January 12, 2026 shifted portfolio management and proxy voting responsibilities to certain subsidiaries, which are expected to report holdings separately going forward. The filing states the shares are held in the ordinary course of business, not to change or influence control of Fox Factory. Vanguard’s clients have rights to dividends and sale proceeds, but no other single client holds more than 5% of the class.

Fox Factory Holding Corp. (FOXF) filed a Form 4 reporting that Chief Executive Officer and Director Michael C. Dennison bought common stock of the company. On 11/14/2025, he purchased 22,000 shares of FOXF common stock at a price of $14.1964 per share. After this transaction, he directly owns 246,786 shares of Fox Factory common stock. This filing discloses an increase in the CEO’s direct equity stake in the company.

Fox Factory Holding Corp. reported mixed Q3 results as it continues to navigate a challenging year. Net sales were $376,355 for the quarter, lifting year-to-date revenue to $1,106,249. Q3 gross profit was $114,452 and the company posted a small net loss of $662 for the quarter.

Year-to-date results reflect a significant non-cash charge: a goodwill impairment of $262,129 recorded earlier in 2025, contributing to a net loss of $257,691 and diluted EPS of $(6.17) for the nine months. Operating cash flow remained positive at $42,766 for the period, while capital expenditures were $27,169.

Balance sheet and liquidity: cash and cash equivalents were $65,372. Debt included a revolver of $151,000 and term loans of $512,365 (less current portion). Total assets were $1,974,924 and stockholders’ equity was $955,969. Shares outstanding were 41,801,357 as of October 30, 2025.

Business mix: Q3 segment sales were $125,872 for Powered Vehicles Group, $117,767 for Aftermarket Applications Group, and $132,716 for Specialty Sports Group.

Fox Factory Holding Corp. furnished a press release with financial results for its third fiscal quarter ended October 3, 2025. The information was provided under Item 2.02 of Form 8-K and is deemed furnished, not filed under the Exchange Act or incorporated by reference except by specific reference. The press release is included as Exhibit 99.1, with the cover page Inline XBRL data as Exhibit 104.

Fox Factory Holding Corp. amended its credit facilities, replacing existing loans with a $537.5 million term loan and a $500.0 million revolving credit facility, plus an incremental facility of up to $175.0 million and additional capacity if the Consolidated Net Leverage Ratio is below 3.25%. The term loan amortizes at $6,718,750 quarterly, with all amounts under the term and revolver due on October 24, 2030.

Borrowings may be SOFR loans with a margin of 1.00%–2.50%, or base rate loans with a margin of 0.00%–1.50%, subject to floors. Financial covenants require a Consolidated Net Leverage Ratio not to exceed 4.50 for quarters ending October 3, 2025 through January 2, 2026, stepping down to 4.25 for the quarter ending April 3, 2026 and 4.00 thereafter, and a Consolidated Interest Coverage Ratio of at least 2.75. Limits temporarily increase by 0.50 for four quarters after a permitted acquisition over $75.0 million.

The company borrowed $710 million at closing ($537.5 million term and $172.5 million revolver) to repay prior debt and for general corporate purposes.