What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-23 · 101 added, 78 removed, 276 unchanged (39% of the section changed)

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In addition, we also offer premium baseball and softball gear and equipment.

Some of our products are specifically designed and marketed to some of the leading cycling and powered vehicle original equipment manufacturers (“OEMs”).

while others are distributed to consumers through a global network of dealers and distributors and through direct-to-consumer channels.

Some of our products are specifically designed and marketed to some of the leading cycling and powered vehicle original equipment manufacturers (“OEMs”), while others are distributed to consumers through a global network of dealers and distributors and through direct-to-consumer channels.

Fox Factory, Inc., our operating subsidiary, was incorporated in California in 1978.

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Description of our business

We are a designer, manufacturer and marketer of performance-defining products and systems used primarily on bikes, off-road vehicles and trucks, side-by-sides, on-road vehicles with and without off-road capabilities, ATVs, snowmobiles, and specialty vehicles and applications, and premium baseball and softball gear and equipment.

We are a designer, engineer, manufacturer and marketer of performance-defining products and systems used primarily on bikes, off-road vehicles and trucks, side-by-sides, on-road vehicles with and without off-road capabilities, ATVs, snowmobiles, and specialty vehicles and applications, and premium baseball and softball gear and equipment.

We believe our products offer innovative design, performance, durability and reliability.

Our brand is associated with high-performance and technologically advanced products, by which we generally mean products that provide users with improved control and comfort while riding over rough terrain in varied environments or providing improved control and responsiveness for on-road only vehicles or out on a ball field.

We believe that the performance of our products has been demonstrated by, and our brand benefits from, the success of professional athletes who use our products in elite competitive events, such as the Olympic Games, the Union Cycliste Internationale Mountain Bike World Cup, the X Games, the Baja 1000, and professional baseball.

We believe the exposure our products receive when used by successful professional athletes positively influences the purchasing habits of enthusiasts and other consumers seeking high-performance products.

We believe that our strategic focus on the performance and racing segments in our markets influences many aspiring and enthusiast consumers who we believe seek to emulate the performance of professional and other elite athletes.

We believe our products are generally sold at premium prices, which to us means manufacturer suggested retail sale prices that are generally in the upper quartile of their respective product categories.

We design our products for, and market our products to, some of the world’s leading cycling and automotive OEMs and to consumers through the aftermarket channel.

Many of our OEM customers, including Specialized, Trek Bicycles, Giant, Orbea, Canyon Bicycles, Santa Cruz Bicycles, and Yeti Cycles in Specialty Sports and BRP, Ford, Polaris, Toyota, 4 Wheel Parts, Kawasaki, Yamaha, and Honda in Powered Vehicles and Aftermarket Applications, are among the market leaders in their respective product categories, and help shape, as well as respond to, consumer trends in their respective categories.

Many of our OEM customers, including Specialized, Trek Bicycles, Giant, Cube, Orbea, Canyon Bicycles, Santa Cruz Bicycles, and Yeti Cycles in Specialty Sports and BRP, Ford Motor Company (“Ford”), Polaris, Toyota, 4 Wheel Parts, Kawasaki, Yamaha, Stellantis, CF Moto, and Honda in Powered Vehicles and Aftermarket Applications, are among the market leaders in their respective product categories, and help shape, as well as respond to, consumer trends in their respective categories.

We believe that OEMs often prominently display and incorporate our products to improve the marketability and consumer demand for their performance models, which reinforces our brand image.

In addition, consumers select our products in the aftermarket channel where we market through a global network of dealers and distributors.

In addition, consumers select our products in the aftermarket channel where we market through a global network of dealers and distributors, as well as our direct to customer platforms.

We participate in large global markets for bikes, powered vehicles, and baseball equipment used by recreational and professional consumers.

Today, our products for bicycles are primarily for mountain bikes, e-bikes and gravel bikes.

Our products for powered vehicles are used primarily on off-road vehicles and trucks, on-road vehicles with and without off-road capabilities, side-by-sides, ATVs, snowmobiles, specialty vehicles and applications, including military, motorcycles, and commercial trucks.

We focus on premium-priced products within each of these categories, which we consider to be the high-end segment because of their higher retail sale prices, where we believe consumers prefer well-designed, performance-oriented equipment.

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Premium brand with strong consumer loyalty

We believe that we developed a reputation for performance-defining products and that we own and license established trademarks, such as FOX ® , FOX RACING SHOX ® , BLACK WIDOW ® , ROCKY RIDGE ® , RACE FACE ® , MARZOCCHI ® , MARUCCI ® , VICTUS ® , BAUM BAT ® , LIZARD SKINS ® , and BASEBALL PERFORMANCE LAB ® , which are perceived as premium brands.

We believe that we developed a reputation for performance-defining products and that we own and license established trademarks, such as FOX ® , FOX RACING SHOX ® , BLACK WIDOW ® , ROCKY RIDGE ® , METHOD RACE WHEELS ® , BDS ® , BAJA KITS ® , RACE FACE ® , MARZOCCHI ® , MARUCCI ® , VICTUS ® , BAUM BAT ® , LIZARD SKINS ® , and BASEBALL PERFORMANCE LAB ® , which are perceived as premium brands.

As such, our performance-defining products are generally sold at premium prices.

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We believe that our brands achieved strong loyalty from our consumers.

To support our brands, we introduce new products that we believe feature innovative technologies designed to improve vehicle performance and enhance our brand loyalty with consumers.

To support our brands, we introduce new products that we believe feature innovative technologies designed to improve performance and enhance our brand loyalty with consumers.

Track record of innovation and new product introductions

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Due to our experience in suspension engineering and design in multiple markets and with a variety of vehicles, solutions we develop for use in one market can ultimately be deployed across multiple markets.

For example, we believe our success in the high-end ATV category led to the widespread adoption of our suspension technology in the side-by-sides market.

For example, we believe our success in the high-end ATV category led to the widespread adoption of our suspension technology in the side-by-side market.

Our innovative product development and speed to market are supported by:

• our racing culture, including on-site technical race support of professional athletes, which provides us with unique real-time insights as to the evolving performance-defining product needs of those participating in challenging world-class events and is an integral part of our research and development efforts;

• our racing culture, including on-site technical race support for professional athletes, which provides us with unique real-time insights as to the evolving performance-defining product needs of those participating in challenging world-class events and is an integral part of our research and development efforts;

• ongoing research and development through a team of full-time engineers and numerous other technicians and employees who spend at least part of their time testing and using our products and helping develop engineering-based solutions to enhance our product offerings;

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Over the past several years, we have developed multiple new products, such as:

• Semi-active Dual Live Valve shocks with compression and rebound control, for ultimate confidence and control, which such technology is currently being used in UTVs and the top tier of off-road performance trucks;

• Live Valve, our proprietary semi-active, electronic suspension that processes data from multiple vehicle sensors to adjust the suspension virtually instantaneously to the demands of changing terrain, which such technology is currently in use UTVs, trucks, and mountain bikes;

• Fox Factory Silverado 1500, the first Fox upfitted vehicle showcasing Semi-Active Dual Live Valve Shocks, Baja Kits Long-Travel Suspension with 15” Wheel Travel, Supercharged to 700, and a host of additional exclusive performance and design upgrades.

• Semi-active Dual Live Valve shocks with compression and rebound control, for ultimate confidence and control, which such technology is currently being used in utility terrain vehicles (“UTVs”) and the top tier of off-road performance trucks;

• The next generation of Live Valve combined with a 3.1-inch diameter anodized aluminum shock body, specifically designed to withstand the higher internal pressures created by the new valve’s wider dynamic range, which such technology has been adopted at the top tier of trucks in the U.S.;

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• Ridetech 62-67 Nova Suspension System (Coil-Over & Air), complete suspension upgrades with either coil or air sprung adjustable shocks that bring modern performance to vintage and classic muscle cars;

• Ridetech 67-69 Camaro Subframe – this product goes one step beyond Ridetech’s suspension kits and replaces the entire subframe to allow larger wheel and tire fitments, modern steering and modern powertrains.

This gives consumers the option to solve many pain points with a single product that delivers performance gains beyond that of a typical suspension-only upgrade;

• XT Series of lift kits to better serve the go-fast off road market.

These suspension kits come standard with top of the line shock technology;

• BDS Tundra Lift Kits incorporate Toyota Tundra that provide shock, suspension and ground clearance upgrades to aid off-road performance;

• Market leading 3-4” Bronco suspension lift products that are custom designed to each model configuration and that range from load spacers and coil-overs, to remote adjustable shocks for increased off-road performance, comfort and control;

• 32, 34 and 36 Factory Series FLOAT FIT4, which reduces overall fork weight, provides external adjustability with our fourth-generation FOX Isolated Technology (“IT”) closed-cartridge damper, and includes the self-adjusting negative chamber air spring for quieter operation and ease of adjustment, which such technology is used widely across all brands of mountain bikes or as aftermarket upgrades to replace lower performing suspension;

• The GRIP2 fork damper, which is our next-evolution sealed cartridge FIT system, our highest performing gravity-focused damper.

GRIP2 shares its roots with the original GRIP architecture, but has been enhanced with all-new technology:

four-way adjustability, VVC high-speed rebound circuit, high-performance mid-valve, and overall friction-reducing treatments, which such technology is used widely across all brands of mountain bikes or as aftermarket upgrades to replace lower performing suspension;

• Fox Grip SL, Grip X and Grip X2 line of innovative dampers for all Fox Factory series forks.

This new line of innovative dampers builds of the highly successful and race proven GRIP architecture.

Further living into our purpose-built suspension philosophy;

the Grip SL is focused on XC and endurance applications, Grip X on trail and all-mountain riding, and Grip X2 is our highest performing gravity-focusing damper.

The Grip X2 damper was awarded 2024 suspension product of the year by the largest global mountain bike media site (Pinkbike.com).

• Rhythm series fork products developed to address a lower price point offering without compromising proven FOX performance;

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• Easton EC90 SL Crankset, a versatile and ultralight gravel road bike crankset that allows quick conversion between 1x and 2x chainring configurations;

• Method Raised Wheels, a series of new wheels featuring innovative new styles ranging from bold to sophisticated.

Raised series of wheels is a fusion of design and best structural warranty, giving consumers unmatched visual appeal and piece of mind;

• The Marucci CATX2, a premium metal baseball bat engineered for elite performance, that features patented anti-vibration technology in both the knob and the end of the barrel for a smoother swing;

• The Marucci MXB Footwear Collection, the first baseball and softball footwear to feature the BOA® Fit System, allowing a more personalized fit for athletes during play;

• The Marucci CATX Puck Knob, the first metal bat featuring an integrated puck knob that optimizes the weight distribution of the bat.

Strategic brand for OEMs, dealers and distributors, and retailers

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We are able to attract and retain highly trained and specialized employees who enhance our Company culture and serve as strong brand advocates.

Our goal is to expand our leadership position as a designer, manufacturer and marketer of performance-defining products designed to enhance ride dynamics and performance.

Our goal is to expand our leadership position in designing, engineering, manufacturing and marketing performance-defining products designed to enhance ride dynamics and performance.

We intend to focus on the following key strategies in pursuit of this goal:

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We have great relations with our OEM and aftermarket partners and given our key distinct strengths, we believe we have and will continue to win more applications.

Leveraging our technology and scale, we successfully expanded into recreational vehicles and street car applications, and we believe there are opportunities to further penetrate these markets and grow with more pioneering product applications.

Leveraging our technology and scale, we successfully expanded into recreational vehicles and street car applications, international truck and sports utility vehicle (“SUV”) applications, and entry premium bike applications, and we believe there are opportunities to further penetrate these markets and grow with more pioneering product applications.

Additionally, to grow our end user base, we are now looking at ways to explore international opportunities with some of our applications.

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In December 2021, through our wholly owned subsidiary, Shock Therapy Suspension, Inc., we acquired substantially all the assets of Shock Therapy LLC (“Shock Therapy”), a premier suspension tuning company in the off-road industry.

In March 2023, we purchased all of the outstanding equity of CWH Blocker Corp., (“Blocker”), and thereafter, though Blocker, acquired all of the outstanding equity interest of CWH Holdco, LLC, the parent company of Custom Wheel House, LLC (“Custom Wheel House”).

In March 2023, we purchased all of the outstanding equity of CWH Blocker Corp., (“Blocker”), and thereafter, through Blocker, acquired all of the outstanding equity interest of CWH Holdco, LLC, the parent company of Custom Wheel House, LLC (“Custom Wheel House”).

Custom Wheel House is a designer, marketer, and distributor of high-performance wheels, performance off-road tires, and accessories, including the premier flagship brand Method Race Wheels.

In November 2023, through our wholly owned subsidiary, Marucci Merger Sub, Inc., we acquired substantially all the issued and outstanding capital stock of Wheelhouse Holdings, Inc., the parent company of Marucci Sports, LLC (“Marucci”), a leading designer, manufacturer, and marketer of highly engineered premium wood, aluminum and composite baseball bats as well as other diamond sports products.

The Company expects these acquisitions to expand its North American geographic manufacturing footprint and broaden its product offerings in the automotive and sport industries.

In December 2024, through our wholly owned subsidiary, Marzocchi Suspension Holding S.r.l., we acquired all of the outstanding equity of Marzocchi Suspension S.r.l.

(“Marzocchi”), a leader in motorbike suspension manufacturing.

The Company expects that these acquisitions will continue to support the expansion of its North American geographic manufacturing footprint and the broadening of its product offerings in the automotive and sport industries.

We believe there is opportunity to expand our total available market by broadening our acquisition focus to include a more diverse range of performance products that add to or improve our customers’ enjoyment of their activities of choice.

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These competitors can be divided into the following categories:

Powered Vehicles

Powered Vehicles Group (“PVG”)

Within the market for off-road and specialty vehicle suspension components, we compete with ThyssenKrupp Bilstein Suspension GmbH (commonly known as “Bilstein”), King Shock Technology, Inc.

(commonly known as “King Shocks”), Icon Vehicle Dynamics, Sway-A-Way, Pro Comp USA Suspension, and Rancho (“Tenneco”).

(commonly known as “King Shocks”), Icon Vehicle Dynamics, Sway-A-Way, Pro Comp USA Suspension, Rancho (“Tenneco”), and others.

Within the market for powered vehicle suspension components, we compete with several companies in different submarkets.

In the ATV and side-by-sides markets, outside of vertically-integrated OEMs, we compete with ZF Sachs (ZF Friedrichshafen AG), and Walker Evans Racing for OEM business and Elka Suspension Inc., Öhlins Racing AB, Works Performance Products, and Penske Racing Shocks / Custom Axis, Inc.

for aftermarket business.

In the snowmobile market, we compete with KYB (Kayaba Industry Co., Ltd.), Öhlins Racing AB (a wholly-owned subsidiary of Tenneco), Walker Evans Racing, Works Performance Products, Inc., and Penske Racing Shocks / Custom Axis, Inc.

Aftermarket Applications

In the market for suspension systems, or lift kits, we compete with TransAmerican Wholesale/Pro Comp USA, Rough Country Suspension Systems, TeraFlex, Falcon, ReadyLIFT Suspension, Tuff Country EZ-Ride Suspension, and Rusty’s Off-Road.

In the market for upfitted vehicles, we compete with Roush Performance and DSI Custom Vehicles.

Specialty Sports

In the ATV and side-by-side markets, outside of vertically-integrated OEMs, we compete with ZF Sachs (ZF Friedrichshafen AG), and Walker Evans Racing for OEM business and Elka Suspension Inc., Öhlins Racing AB, Works Performance Products, and Penske Racing Shocks / Custom Axis, Inc.

for aftermarket business, and others.

In the snowmobile market, we compete with KYB (Kayaba Industry Co., Ltd.), Öhlins Racing AB, Walker Evans Racing, Works Performance Products, Inc., Penske Racing Shocks / Custom Axis, Inc, and others.

Aftermarket Applications Group (“AAG”)

In the market for upfitted vehicles, we compete with Roush Performance, Waldoch, Sherrod Vans, American Luxury Coach, DSI Custom Vehicles, Storyteller Overland, Remote Vans, Winnerbago, Airstream, Grench, Grit Overland, Roadtrek, Pleasureway, Benchmark, Sync Vans, Titan Van, Off Highway Vans, and others.

In the market for aftermarket wheels, we compete with Wheel Pros (KMC, Black Rhino, Fuel, XD Wheels) and Raceline, as well as others.

Specialty Sports Group (“SSG”)

Within the market for bike suspension components, we compete with several companies that manufacture front and rear suspension products, including RockShox (a subsidiary of SRAM Corp.), X-Fusion Shox (a wholly owned subsidiary of A-Pro), Manitou (a subsidiary of HB Performance Systems), SR Suntour, DT Swiss (a subsidiary of Vereinigte Drahtwerke AG), Cane Creek Cycling, DVO Suspension, Bos-Mountain Bike Suspensions, and Öhlins Racing AB.

In the market for other bike components, we compete with SRAM, Truvativ and Zipp (all subsidiaries of SRAM Corp.), DT Swiss (a subsidiary of Vereinigte Drahtwerke AG), Mavic (a subsidiary of Bourrelier), and Shimano.

Within the market for baseball and softball gear and equipment, we compete with offerings from multiple large baseball equipment manufacturers, including Easton (under the Easton and Rawlings brands) and Wilson Sporting Goods Company (under the Wilson, DeMarini, Louisville Slugger, and Evoshield brands), and numerous smaller wood bat specific brands including Old Hickory, Chandler Bats, Tucci, Dove Tail, Sam Bat, and D-Bat.

We design and manufacture performance-defining products, of which a significant portion is suspension products.

We design, engineer and manufacture performance-defining products, of which a significant portion is suspension products.

These suspension products dissipate the energy and force generated by bikes and powered vehicles while they are in motion.

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Powered Vehicles

In our powered vehicle product categories, we offer premium products under the FOX brand for off-road vehicles and trucks, side-by-sides, on-road vehicles with and without off-road capabilities, ATVs, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks.

In each of the years ended December 29, 2023, December 30, 2022 and December 31, 2021, approximately 36%, 27% and 28%, respectively, of our net sales were attributable to net sales of powered vehicles related products.

In each of the years ended January 3, 2025, December 29, 2023 and December 30, 2022, approximately 33%, 36% and 27%, respectively, of our net sales were attributable to net sales of powered vehicles related products.

Products for these vehicles are designed for use on roads, trail riding, racing, and to help maximize performance and comfort.

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In addition, we manufacture suspension systems that enhance the handling and ride quality of muscle cars, trucks, sports cars and hot rods.

With the recent acquisition of Marzocchi in 2024, we expanded our product portfolio to include Marzocchi motorcycle shocks, forks, cushioning, and hydraulic components.

This acquisition enhances our market position by aligning us with Marzocchi's established client base, which includes leading motorcycle manufacturers such as Ducati, BMW, and Triumph.

Aftermarket Applications

Our range of aftermarket applications products includes premium products under the BDS Suspension, Zone Offroad, JKS Manufacturing, RT Pro UTV, 4x4 Posi-Lok, Ridetech, Tuscany, Outside Van, SCA, and Custom Wheel House brands designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications, and commercial trucks.

In each of the years ended December 29, 2023, December 30, 2022 and December 31, 2021, approximately 38%, 31% and 28%, respectively, of our net sales were attributable to net sales of aftermarket applications related products.

Our range of aftermarket applications products includes premium products under the BDS Suspension, Zone Offroad, JKS Manufacturing, RT Pro UTV, 4x4 Posi-Lok, Ridetech, Fox Factory Vehicles, Black Widow, Rocky Ridge, Outside Van, and Custom Wheel House brands, including Method Race Wheels, designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications, and commercial trucks.

In each of the years ended January 3, 2025, December 29, 2023 and December 30, 2022, approximately 30%, 38% and 31%, respectively, of our net sales were attributable to net sales of aftermarket applications related products.

We also offer lift kits and components with our shock products and aftermarket accessory packages for use in trucks.

With the recent acquisitions of Shock Therapy in December 2021 and Custom Wheel House in 2023, we added suspension tuning services and high-performance wheels, off-road tires and accessories to the portfolio.

Our upfitting category leverages our strong partnerships with Ford, General Motors, Jeep, Nissan and RAM, enabling us to obtain truck, van and sports utility vehicle (“SUV”) chassis directly from the manufacturers’ facilities.

Our upfitting category leverages our strong partnerships with Ford, General Motors, Jeep, Nissan and RAM, enabling us to obtain truck, van and SUV chassis directly from the manufacturers’ facilities.

We seek to improve each vehicle’s capability with high quality, proprietary components and products, such as lift kits, shock products, superchargers, interior accessories, wheels, tires, lighting, and body enhancements, while still maintaining the factory warranty and safety standards that our customers expect.

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Our bike product offerings are used on a wide range of performance mountain bikes, e-bikes and gravel bikes under the FOX, Race Face, Easton Cycling and Marzocchi brands.

In each of the years ended December 29, 2023, December 30, 2022 and December 31, 2021, approximately 27%, 42% and 45%, respectively, of our net sales were attributable to net sales of bike-related products.

Primarily for the mountain bike market, we offer mid-end and high-end front fork and rear suspension products designed for cross-country, trail, all-mountain, free-ride and downhill riding.

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Our product strategy encompasses producing high quality products recognized by consumers for their performance, craftsmanship, and value, and building on a rich history to introduce innovative new products.

In each of the years ended January 3, 2025, December 29, 2023 and December 30, 2022, approximately 37%, 26% and 42%, respectively, of our net sales were attributable to net sales of specialty sports-related products.

Research and development

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Suspension products undergo a variety of rigorous performance and accelerated life tests before they are introduced into the market.

Baseball and softball products are also subject to rigorous product validation on the field and in the Marucci performance lab where Big League and amateur players test and provide feedback before product rollout and distribution.

Baseball and softball products are also subject to rigorous product validation on the field and in the Marucci performance lab where professional and amateur players test and provide feedback before product rollout and distribution.

Research and development expenses totaled approximately $60.3 million, $53.2 million and $56.2 million in fiscal years 2024, 2023 and 2022, respectively.

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Our principal intellectual property also includes our registered trademarks in the U.S.

and a number of international jurisdictions, including the marks FOX ® , FOX RACING SHOX ® and REDEFINE YOUR LIMITS ® .

and a number of international jurisdictions, including the marks of FOX ® and others from subsidiaries.

Although our intellectual property is important to our business operations and constitutes a valuable asset in the aggregate, we do not believe that any single patent, trademark or trade secret is critical to the success of our business as a whole.

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We currently sell to approximately 250 OEMs and distribute our products to more than 16,000 retail dealers and distributors worldwide.

In 2023, 50% of our net sales resulted from net sales to OEM customers and 50% resulted from net sales to dealers and distributors for resale in the aftermarket channel.

In 2024, approximately 44% of our net sales resulted from net sales to OEM customers, approximately 49% resulted from net sales to dealers and distributors for resale in the aftermarket channel, and approximately 7% resulted from net sales through direct-to-consumer channels.

No material portion of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S.

Net sales attributable to our 10 largest OEM customers, which can vary from year-to-year, collectively accounted for approximately 35% of our net sales in fiscal years 2023, 2022 and 2021.

In 2023, our sales to Ford, a powered vehicles OEM, accounted for approximately 13% of total net sales.

In 2022 and 2021, no single customer represented 10% or more of our sales.

Net sales attributable to our 10 largest customers, which can vary from year-to-year, collectively accounted for approximately 36%, 35%, and 35% of our net sales in fiscal years 2024, 2023 and 2022, respectively.

In 2024 and 2023, our sales to Ford, a powered vehicles OEM, accounted for approximately 15% and 13% of total net sales, respectively.

In 2022, no single customer represented 10% or more of our sales.

Although we refer to the branded bike OEMs that use our products throughout this document as “our customers,” “our OEM customers” or “our bike OEM customers,” branded bike OEMs often use contract manufacturers to manufacture and assemble their bikes.

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Powered Vehicles

We sell our powered vehicle suspension products to OEMs, including BRP, Ford, Polaris, Toyota, Kawasaki, Yamaha, and Honda.

We sell our powered vehicle suspension products to OEMs, including BRP, Ford, Polaris, Toyota, Kawasaki, Yamaha, Stellantis, CF Moto, Ducati, BMW, Triumph, and Honda.

We also are continually nurturing and developing relationships with our existing and new OEMs, as the powered vehicles market continues to grow.

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When we sell to our distributors, they sell to independent dealers, which then sell directly to consumers.

In our upfitting product category, we sell to a broad network of automotive dealerships.

In our upfitting product category, we sell to a broad network of automotive dealerships, including Ford, General Motors, and Stellantis (Ram and Jeep).

Specialty Sports

We sell our bike suspension and components products to a broad network of domestic and international bike OEMs, including Specialized, Trek Bicycles, Giant, Orbea, Canyon Bicycles, Santa Cruz Bicycles, and Yeti Cycles.

We sell our bike suspension and components products to a broad network of domestic and international bike OEMs, including Specialized, Trek Bicycles, Giant, Cube, Orbea, Canyon Bicycles, Santa Cruz Bicycles, and Yeti Cycles.

We have long-standing relationships with many of the top bike OEMs.

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We strategically focus our marketing efforts on enthusiasts seeking high-end, performance-defining products and systems through promotions at destination riding locations and individual and team sponsorships.

We believe the performance of our products has been demonstrated by, and our brands benefit from, the success of professional athletes who use our products in elite competitive events such as the Olympic Games, the Union Cycliste Internationale Mountain Bike World Cup, the X Games and the Baja 1000.

We also believe these successes positively influence the purchasing habits of enthusiasts and other consumers seeking performance-defining products.

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Our reputation for performance-defining products plays a critical role in our aftermarket sales to consumers.

In addition to our websites and traditional marketing channels, such as print advertising and tradeshows, we maintain an active social media presence, including an Instagram feed, Facebook page, YouTube channel, Vimeo channel and Twitter feed to increase brand awareness, foster loyalty and build a community of users.

In addition to our websites and traditional marketing channels, such as print advertising and tradeshows, we maintain an active social media presence, including Instagram feeds, Facebook pages, YouTube channels, Vimeo channels and Twitter feeds to increase brand awareness, foster loyalty and build a community of users.

As strategies and marketing plans are developed for our products, our internal marketing and communications group works to ensure brand cohesion and consistency.

Manufacturing and backlog

Manufacturing

We manufacture and complete final assembly on most of our products.

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Furthermore, manufacturing our own products enables us to adjust our labor and production inputs to meet seasonal demands and the customized requirements of some of our customers.

In the fourth quarter of 2021, we completed the construction of our Gainesville Facility to diversify our manufacturing platform and provide additional long-term capacity to support growth in our Powered Vehicles Group.

As a result of the completion of our Gainesville Facility, we were able to realign our manufacturing and production processes efficiently to work through the backlog during the year.

Furthermore, we strategically reallocated a majority of the aftermarket production to our El Cajon facility, leveraging its capabilities and optimizing resource allocation.

We also expanded our existing product mix to other areas in the upfitting business, enhancing our market reach and product offerings.

Powered Vehicles

Furthermore, we strategically reallocated a majority of the aftermarket production to our El Cajon, CA facility, leveraging its capabilities and optimizing resource allocation.

Aftermarket Applications

We expanded our existing product mix to other areas in the upfitting, high-performance wheels, off-road tires and accessories businesses, enhancing our market reach and product offerings.

These initiatives significantly contributed to the increased manufacturing and production output, positioning us favorably to meet growing demand and capitalize on market opportunities.

We had approximately $30.7 million and $116.7 million in firm backlog orders at December 29, 2023 and December 30, 2022, respectively.

The decrease in 2023 backlog, as compared to 2022, is due to many factors including the normalization of supply chain shortages we experienced in 2021 and 2022, the realignment of production forecasts with some of our large OEM customers, our effort to make space for newer model year chassis, and increased production and efficiency at our Powered Vehicles Group facilities.

Specialty Sports

With the acquisition of Marucci in 2023, we expanded our manufacturing footprint to baseball and softball gear and equipment products.

We maintain a vertically integrated wood bat manufacturing process with domestic production facilities in Baton Rouge.

LA and King of Prussia, PA, supported by two timber mills and a wood drying facility.

The Company sources other product lines, including metal bats, apparel, and accessories, from an established international supplier network.

Suppliers and raw materials

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Please read Item 1A.

Risk Factors – Risks Related to Our Business and Operations - “We depend on a limited number of suppliers for our materials and component parts for some of our products, and the loss of any of these suppliers or an increase in cost of raw materials could harm our business.” In addition, prices for our raw materials fluctuate.

While we have been able to mitigate the impacts of price fluctuations on our business historically, we actively monitor the current market conditions and price trends.

While we have been able to mitigate the impacts of price fluctuations on our business historically, we actively monitor current market conditions and price trends.

We also have OEM partners that supply vehicle chassis used in our upfitting operations.

Our operations could be negatively impacted if we are not able to receive vehicle chassis according to our production needs, or if an OEM decides to discontinue supplying chassis for other reasons.

Our operations could be, and have been, negatively impacted if we are not able to receive vehicle chassis according to our production needs, or if an OEM decides to discontinue supplying chassis for other reasons.

We work closely with our supply base, and depend upon certain suppliers to provide raw inputs, such as forgings, castings and molded polymers optimized for weight, structural integrity, wear and cost.

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Miyaki is the exclusive producer of the Kashima coating for our suspension component tubes.

As part of our agreement with Miyaki, or the Kashima Agreement, we have been granted the exclusive right to use the trademark “KASHIMACOAT” on products comprising the aluminum finished parts for suspension components (e.g., tubes) and on related sales and marketing material worldwide, subject to a minimum model year order and certain other exclusions.

The Kashima Agreement does not contain minimum purchase obligations.

Human Capital Resources

Employee Overview

As of December 29, 2023, we had approximately 4,300 employees in the U.S., Canada, Europe, Taiwan and Australia.

As of January 3, 2025, we had approximately 4,100 employees in the U.S., Canada, Europe, Taiwan, Thailand and Australia.

Our employees are primarily located in the U.S.

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Employee health and safety in the workplace is one of our top priorities.

In response to the COVID-19 pandemic, we have been working to keep our employees safe and healthy from this outbreak.

Using guidance from the Centers for Disease Control (“CDC”), the World Health Organization (“WHO”), and the various states and counties in which we operate, we took a number of measures to keep employees safe.

Employees are offered paid sick leave or paid time off to cover sickness and absences.

We will continue to make our employees a priority.

We are committed to providing a safe and healthy work environment by following guidance from relevant health and safety organizations, as well as state and local regulations.

We have implemented measures to support employee well-being, including offering paid sick leave or paid time off for illness and absences.

Our commitment to employee safety and well-being remains a top priority.

Inclusion, Diversity and Engagement

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Our employee benefits are designed to attract and retain our employees and include medical, health and dental insurance, short-term and long-term disability insurance, accidental death and disability insurance, voluntary supplemental coverages, discount programs, and our 401(k) Plan.

As part of the 401(k) Plan, FOX matches 50% of the first 6% of compensation contributed by the employee into the 401(k) Plan.

As part of the 401(k) Plan, FOX matches 50% of the first 6% of compensation contributed by the employee, including executive officers, into the 401(k) Plan.

Practices related to working capital items

The Company does not believe that it, or the industry in general, has any special practices or special conditions affecting working capital items that are material to understanding our business.

The Company does not believe that it, or the industry in general, has any special practices or special conditions affecting working capital items that are material to understanding our business, except for our arrangements to obtain chassis.

For more details on chassis arrangements, refer to Note 12.

Commitments and Contingent Liabilities .

Information about the Company’s working capital is incorporated herein by reference to Item 7.

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However, new requirements, more stringent application of existing requirements or the discovery of previously unknown environmental conditions could result in material environmental related expenditures in the future.

For example, in March 2022, the SEC proposed new rules for extensive and prescriptive climate-related disclosures in annual reports and registration statements, which would also require inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements.

For example, in March 2024, the SEC approved new rules for extensive and prescriptive climate-related disclosures in annual reports and registration statements, which would also require inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements;

however, the implementation and enforcement of these rules has been paused and enjoined due to ongoing litigation between the SEC, certain U.S.

states and other entities.

Please read “Risks Related to Laws and Regulations - Increasing focus on environmental, social and governance responsibility may impose additional costs on us and expose us to new risks” within Item 1A.

Risk Factors .

Risk Factors in this Annual Report on Form 10-K..

We are subject to numerous foreign, federal, state and local government laws and regulations governing our relationships with our employees, including those relating to minimum wage, overtime, working conditions, hiring and firing, non-discrimination, work permits and employee benefits.

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Financial information about segments and geographic areas

We operate in one reportable segment:

manufacturing, sale and service of performance-defining products.

Additional information about our product segment and certain geographic information is available in Note 2.

We operate in three reportable segments:

PVG, AAG, and SSG.

Through these segments, we focus on manufacturing, sale and service of performance-defining products.

PVG is comprised of sales to off-road and power sports OEM and aftermarket businesses that sell shocks directly to dealers and distributors.

AAG is comprised of aftermarket businesses that offer custom vehicle shock, tuning, suspension, lift kit, upfitting, and wheel and tire solutions for automotive and power sports enthusiasts.

SSG consists of sales to OEM and aftermarket businesses that provide components for performance mountain bikes, e-bikes, and gravel bikes, as well as sales through dealers, distributors, and direct-to-customer channels, offering premium baseball and softball equipment.

Additional information about our product segments and certain geographic information is available in Note 2.

Revenues and Note 5.

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The information on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The public may read and copy any materials we file with the SEC at the SEC’s Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business