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.
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Insights
New 5.24% passive stake in Fox Factory by Nantahala.
Nantahala Capital Management and principals Wilmot B. Harkey and Daniel Mack report beneficial ownership of 2,188,300 Fox Factory shares, or 5.24% of the common stock as of December 31, 2025. The shares are held across funds and separately managed accounts they control.
The filing shows only shared voting and dispositive power, with no sole authority over any shares. It is made on a Schedule 13G, which is reserved for holders that characterize themselves as passive investors rather than activists seeking to influence corporate control.
They explicitly certify the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Fox Factory. Any future shift toward activism would require a different type of disclosure, so later ownership or filing changes would clarify if their intentions evolve.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Fox Factory Holding Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
35138V102
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
2,188,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,188,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,188,300.00
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)
5.24 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
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
2,188,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,188,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,188,300.00
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)
5.24 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
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
2,188,300.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,188,300.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,188,300.00
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)
5.24 %
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 December 31, 2025, Nantahala may be deemed to be the beneficial owner of 2,188,300 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 December 31, 2025, 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") : 5.24%
(2) Wilmot B. Harkey: 5.24%
(3) Daniel Mack: 5.24%
(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") : 2,188,300 Shares.
(2) Wilmot B. Harkey: 2,188,300 Shares.
(3) Daniel Mack: 2,188,300 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") : 2,188,300 Shares.
(2) Wilmot B. Harkey: 2,188,300 Shares.
(3) Daniel Mack: 2,188,300 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
What ownership stake in Fox Factory Holding Corp. (FOXF) does Nantahala report?
Nantahala Capital Management and its principals report beneficial ownership of 2,188,300 Fox Factory common shares, representing 5.24% of the outstanding class as of December 31, 2025. This stake is held across funds and separately managed accounts they oversee.
Is Nantahala’s 5.24% FOXF position considered a passive investment?
Yes. The reporting persons filed on Schedule 13G and certified the Fox Factory shares were acquired and are held in the ordinary course of business, not for changing or influencing control of the company, consistent with a passive investment stance.
Who are the reporting persons in the Fox Factory (FOXF) Schedule 13G?
The Schedule 13G lists Nantahala Capital Management, LLC, along with its managing members Wilmot B. Harkey and Daniel Mack, as the reporting persons. They may each be deemed beneficial owners of the same 2,188,300 Fox Factory shares.
How much voting power does Nantahala have over Fox Factory (FOXF) shares?
The reporting persons disclose shared voting power over 2,188,300 shares and no sole voting power. They similarly report shared dispositive power over those shares, reflecting their role managing funds and accounts that hold the Fox Factory position.
When was Nantahala’s FOXF ownership measured for this Schedule 13G?
The ownership figures are stated as of December 31, 2025. On that date, Nantahala and its principals reported beneficial ownership of 2,188,300 Fox Factory common shares, amounting to 5.24% of the company’s outstanding common stock.
Does Nantahala’s filing suggest an attempt to influence control of Fox Factory (FOXF)?
No. The reporting persons explicitly certify the Fox Factory shares were not acquired and are not held to change or influence control, and that they are not part of any transaction with that purpose, consistent with the passive Schedule 13G framework.
