Fox Factory Holding Corp. Schedule 13G/A amendment reports that Nantahala Capital Management, LLC and its principals beneficially own 1,488,300 shares of common stock, representing 3.55% of the class as of March 31, 2026. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that voting and dispositive power is shared among Nantahala, Wilmot B. Harkey, and Daniel Mack. The filing is submitted by the reporting persons and signed May 15, 2026.
Positive
None.
Negative
None.
Insights
Nantahala reports a 3.55% passive stake in FOXF, held via managed funds.
The filing shows 1,488,300 shares held by funds and separately managed accounts under Nantahala's control as of March 31, 2026. Ownership is recorded as shared voting and dispositive power, indicating control is exercised collectively through the adviser structure.
Cash‑flow treatment and any plans to transact are not disclosed in the excerpt; subsequent filings would show changes in position.
Managers Harkey and Mack are identified as control persons for the reported holdings.
The filing states that as managing members of Nantahala, both Wilmot B. Harkey and Daniel Mack may be deemed beneficial owners of the same 1,488,300 shares and each is reported at 3.55% of outstanding shares as of March 31, 2026.
This Schedule 13G/A constitutes an ownership disclosure under Section 13; it does not state any disposition or acquisition activity.
Key Figures
Report date for ownership:March 31, 2026Shares beneficially owned:1,488,300 sharesPercent of class:3.55%+2 more
5 metrics
Report date for ownershipMarch 31, 2026Ownership snapshot date
Shares beneficially owned1,488,300 sharesHeld by funds and separately managed accounts under Nantahala's control
Percent of class3.55%Percent of outstanding common stock as of March 31, 2026
CUSIP35138V102Fox Factory common stock CUSIP
Signature dateMay 15, 2026Date the amendment was signed
Key Terms
Schedule 13G/A, beneficially owned, shared voting power, dispositive power
4 terms
Schedule 13G/Aregulatory
"Item 1. Name of issuer: Fox Factory Holding Corp.; heading indicates amended Schedule 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Item 4(a) states Nantahala may be deemed to be the beneficial owner of 1,488,300 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powercorporate
"Columns show Shared Voting Power: 1,488,300.00 for the reporting persons"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powercorporate
"Item 4(c)(iii)-(iv) list Sole and Shared power to dispose; shared dispositive power is 1,488,300 Shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
What stake does Nantahala Capital Management report in FOXF?
Nantahala reports beneficial ownership of 1,488,300 shares, equal to 3.55%. The shares are held by funds and separately managed accounts under Nantahala's control, reported as of March 31, 2026, with shared voting and dispositive power.
Do Wilmot B. Harkey and Daniel Mack personally own the reported FOXF shares?
Harkey and Mack are reported as beneficial owners through Nantahala. As managing members, each is deemed a beneficial owner of the same 1,488,300 shares held by Nantahala-controlled accounts as of March 31, 2026.
What voting and disposition powers are disclosed for the FOXF shares?
The filing states zero sole voting or dispositive power and 1,488,300 shares of shared voting and dispositive power. That allocation applies to Nantahala, Wilmot B. Harkey, and Daniel Mack in the disclosure as of March 31, 2026.
What date anchors the ownership percentages in the FOXF filing?
The ownership amounts and percentages are reported as of March 31, 2026. The Schedule 13G/A amendment was signed on May 15, 2026, and cites the March 31, 2026 ownership snapshot.
Does this Schedule 13G/A indicate any purchases or sales of FOXF stock?
No purchase or sale transactions are disclosed in this excerpt. The filing is an ownership disclosure showing beneficial ownership and voting/dispositive allocations; it does not state transactional activity or intent.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fox Factory Holding Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
35138V102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
35138V102
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,300.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.55 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
35138V102
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,300.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.55 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
35138V102
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,488,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,488,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,488,300.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.55 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fox Factory Holding Corp.
(b)
Address of issuer's principal executive offices:
2055 SUGARLOAF CIRCLE, SUITE 300 DULUTH, GEORGIA, 30097
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
35138V102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 1,488,300 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 3.55%
(2) Wilmot B. Harkey: 3.55%
(3) Daniel Mack: 3.55%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,488,300 Shares.
(2) Wilmot B. Harkey: 1,488,300 Shares.
(3) Daniel Mack: 1,488,300 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 1,488,300 Shares.
(2) Wilmot B. Harkey: 1,488,300 Shares.
(3) Daniel Mack: 1,488,300 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
