[SCHEDULE 13G/A] Fox Factory Holding Corp. SEC Filing
RWWM, Inc., a California-based registered investment adviser, has filed Amendment No. 2 to Schedule 13G for Fox Factory Holding Corp. (FOXF) dated 30 June 2025.
- Aggregate beneficial ownership: 3,259,077 common shares, equal to 7.81 % of the outstanding class.
- Control structure: RWWM holds sole dispositive power over the full stake but no sole or shared voting power; voting rights reside with underlying clients.
- Related filers include the RWWM Inc. 401(k) Profit Sharing Plan (29,646 shares, 0.07 %) and principals Scott P. Roseman and Aaron J. Wagner, each reporting beneficial ownership of the same 3.26 million-share position through shared dispositive authority.
- The filing is made under Rule 13d-1(b) indicating a passive investment; the certification states the securities were acquired in the ordinary course and not for the purpose of influencing control.
The disclosure confirms that RWWM’s clients, not the adviser, enjoy economic benefits (dividends, sale proceeds) from the shares. No other entities are identified as part of a group, and there is no notice of group dissolution.
- 7.81 % passive stake from a registered investment adviser may signal increased institutional confidence in FOXF.
- Sole dispositive power consolidated with a professional manager can enhance execution efficiency for large trades.
- No voting power attached to the stake means the adviser cannot support shareholder initiatives beneficial to minority investors.
- Concentrated disposal authority poses potential overhang risk if large blocks are sold quickly.
Insights
TL;DR: Passive adviser now controls 7.8 % of FOXF, signaling institutional confidence but no governance influence.
RWWM’s 3.26 m-share stake lifts aggregate institutional ownership and may improve trading liquidity. Because the adviser disclaims voting power, the position is unlikely to affect proxy outcomes or strategic direction. Investors could view rising professional money-manager interest as supportive of valuation, yet the absence of activist intent tempers impact. Overall, the filing is informational rather than transformational.
TL;DR: Filing is neutral for control risk; adviser has disposal rights but no voting power.
The Schedule 13G confirms the holding is passive under Rule 13d-1(b). Lack of voting authority and the certification language reduce the probability of governance intervention. Dispositive power concentrated in one adviser can, however, accelerate share overhang risk if clients redeem. The 7.8 % size warrants monitoring but does not immediately alter control dynamics.