What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 191 added, 156 removed, 634 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Current assets:

7 unchanged sentences

Lease right-of-use assets 111,741 104,019

Deferred tax assets, net 48,649 44,364

Deferred tax assets 50,475 46,842

Goodwill 378,876 639,505

17 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of July 4, 2025 and January 3, 2025

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of October 3, 2025 and January 3, 2025

Common stock, $ 0.001 par value — 90,000 authorized;

42,690 shares issued and 41,801 outstanding as of July 4, 2025;

42,691 shares issued and 41,801 outstanding as of October 3, 2025;

42,574 shares issued and 41,684 outstanding as of January 3, 2025

1 unchanged sentence

Treasury stock, at cost;

890 common shares as of July 4, 2025 and January 3, 2025

890 common shares as of October 3, 2025 and January 3, 2025

( 13,754 ) ( 13,754 )

7 unchanged sentences

(in thousands, except per share data)

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Net sales $ 376,355 $ 359,121 $ 1,106,249 $ 1,041,084

13 unchanged sentences

Provision (benefit) from income taxes 2,286 250 1,449 ( 1,388 )

Net income (loss) $ 2,705 $ 5,407 $ ( 257,029 ) $ 1,911

Net (loss) income $ ( 662 ) $ 4,780 $ ( 257,691 ) $ 6,691

net loss attributable to non-controlling interest ( 28 ) — ( 107 ) —

Net income (loss) attributable to FOX stockholders $ 2,744 $ 5,407 $ ( 256,950 ) $ 1,911

Earnings (net loss) per share:

Net (loss) income attributable to FOX stockholders $ ( 634 ) $ 4,780 $ ( 257,584 ) $ 6,691

(Net loss) earnings per share:

Basic $ ( 0.02 ) $ 0.11 $ ( 6.17 ) $ 0.16

5 unchanged sentences

FOX FACTORY HOLDING CORP.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive (Loss) Income

(in thousands)

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net income (loss) $ 2,705 $ 5,407 $ ( 257,029 ) $ 1,911

Other comprehensive income (loss)

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Net (loss) income $ ( 662 ) $ 4,780 $ ( 257,691 ) $ 6,691

Other comprehensive (loss) income

Interest rate swap

4 unchanged sentences

Foreign currency translation adjustments ( 4,145 ) 2,487 9,645 ( 1,394 )

Other comprehensive income (loss) 12,190 ( 2,435 ) 7,821 ( 5,643 )

Comprehensive income (loss) $ 14,895 $ 2,972 $ ( 249,208 ) $ ( 3,732 )

Other comprehensive (loss) income ( 5,121 ) ( 4,453 ) 2,700 ( 10,096 )

Comprehensive (loss) income $ ( 5,783 ) $ 327 $ ( 254,991 ) $ ( 3,405 )

comprehensive loss attributable to non-controlling interest ( 28 ) — ( 107 ) —

Comprehensive income (loss) attributable to FOX stockholders $ 14,934 $ 2,972 $ ( 249,129 ) $ ( 3,732 )

Comprehensive (loss) income attributable to FOX stockholders $ ( 5,755 ) $ 327 $ ( 254,884 ) $ ( 3,405 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

17 unchanged sentences

Balance - June 28, 2024 42,573 $ 42 890 $ ( 13,754 ) $ 335,834 $ 3,398 $ 870,863 $ 1,196,383 $ —

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 1 — — — ( 68 ) — — ( 68 ) —

Purchase and retirement of common stock — — — — — — ( 49 ) ( 49 ) —

Stock-based compensation expense — — — — 465 — — 465 —

Other comprehensive loss — — — — — ( 4,453 ) — ( 4,453 ) —

Net income — — — — — — 4,780 4,780 —

Balance - September 27, 2024 42,574 $ 42 890 $ ( 13,754 ) $ 336,231 $ ( 1,055 ) $ 875,594 $ 1,197,058 $ —

Common Stock Treasury Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total stockholders’ equity Non-controlling interest

11 unchanged sentences

Balance - July 4, 2025 42,691 $ 42 890 $ ( 13,754 ) $ 345,932 $ 8,045 $ 618,454 $ 958,719 $ ( 117 )

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding — — — — ( 15 ) — — ( 15 ) —

Stock-based compensation expense — — — — 3,020 — — 3,020 —

Other comprehensive loss — — — — — ( 5,121 ) — ( 5,121 ) —

Net loss — — — — — — ( 634 ) ( 634 ) ( 28 )

Balance - October 3, 2025 42,691 $ 42 890 $ ( 13,754 ) $ 348,937 $ 2,924 $ 617,820 $ 955,969 $ ( 145 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the six months ended

July 4, 2025 June 28, 2024

For the nine months ended

October 3, 2025 September 27, 2024

OPERATING ACTIVITIES:

9 unchanged sentences

Proceeds from interest rate swap settlements

Asset impairment 789 —

Loss (gain) on disposal of property and equipment 965 ( 27 )

Deferred taxes ( 4,695 ) ( 752 )

19 unchanged sentences

Repurchases from stock compensation program, net ( 1,266 ) ( 2,613 )

Deferred debt issuance/modification costs — ( 855 )

Net cash used in financing activities ( 21,480 ) ( 1,682 )

7 unchanged sentences

(in thousands)

For the six months ended

For the nine months ended

SUPPLEMENTAL CASH FLOW INFORMATION:

July 4, 2025 June 28, 2024

October 3, 2025 September 27, 2024

Cash paid during the period for:

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The 12-month periods ended January 2, 2026 and January 3, 2025, will include or have included 52 and 53 weeks, respectively.

The three and six-month periods ended July 4, 2025 and June 28, 2024 each included 13 weeks and 26 weeks, respectively.

The three and nine-month periods ended October 3, 2025 and September 27, 2024 each included 13 weeks and 39 weeks, respectively.

Principles of Consolidation - These condensed consolidated financial statements include the Company and its subsidiaries.

3 unchanged sentences

The Company’s performance-defining products and systems are solutions that improve performance of powered vehicles, bikes, and baseball and softball gear and equipment.

Powered vehicles include side-by-sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles.

Powered vehicles include side-by-sides, on-road vehicles with and without off-road capabilities, purpose-built off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks.

Revenue is measured based on the consideration specified in a contract with a customer.

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The impairment charge reflects the amount by which the carrying values of the reporting units exceeded their estimated fair values.

In the second quarter, the Company conducted a qualitative assessment and concluded that no impairment existed as of July 4, 2025.

We will conduct our annual impairment assessment in the third quarter.

In the second quarter, the Company conducted a qualitative assessment and concluded that no additional impairment existed as of July 4, 2025.

The annual impairment assessment was performed in the third quarter, and the Company concluded that it was not more likely than not that the fair values of the reporting units were less than the carrying values.

No additional impairment charges have been incurred to date.

Goodwill activity attributable to each reporting unit consisted of the following:

6 unchanged sentences

Currency translation and other adjustments 50 — 76 126

Balance as of July 4, 2025

Balance as of October 3, 2025

$ 44,281 $ 66,420 $ 268,175 $ 378,876

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Indefinite-lived intangible assets

3 unchanged sentences

A qualitative assessment performed in the second quarter led to the same conclusion that no impairment existed as of July 4, 2025.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The annual impairment assessment conducted in the third quarter reached the same conclusion.

Finite-lived intangible assets and other long-lived assets

6 unchanged sentences

Due to the triggering event as described above, the Company performed an impairment test for long-lived assets including finite-lived intangible assets and concluded that no impairment existed as of April 4, 2025.

Restructuring - The Company undertook various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, which resulted in costs for employee severance, relocation expenses, consulting and advisory fees, and losses related to lease terminations and disposal of fixed assets.

The majority of the costs were related to our footprint consolidations and workforce reductions within AAG and SSG.

For the three-month period ended October 3, 2025, approximately 65 % of restructuring expenses and related losses were related to AAG, with the remainder primarily attributable to SSG.

For the nine-month period ended October 3, 2025, approximately 63 % of restructuring expenses and related losses were attributable to SSG, with the majority of the remainder related to AAG.

The majority of cash payments associated with these initiatives are expected to occur by the end of fiscal year ending January 2, 2026.

Use of Estimates - The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

1 unchanged sentence

therefore, actual results could differ from management’s estimates.

Reclassifications - We reclassified certain prior period amounts within our condensed consolidated statements of cash flows to conform to our current year presentation.

Reclassifications - We reclassified certain prior period amounts within our condensed consolidated balance sheet and condensed consolidated statement of cash flows to conform to our current year presentation.

The reclassifications did not have any impact on net income.

Certain Significant Risks and Uncertainties - As of July 4, 2025, the Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, customer demand for its products, disruptions in the operations of its or its customers’ facilities, or along its global supply chain, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Certain Significant Risks and Uncertainties - As of October 3, 2025, the Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, customer demand for its products, disruptions in the operations of its or its customers’ facilities, or along its global supply chain, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

International geopolitical conflicts, including continuing tensions between Taiwan and China, the Russian war in Ukraine, the Israel-Palestine conflict, and rising tensions in the Middle East, on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations.

Additionally, the imposition of U.S.

tariffs on China, Canada, Mexico, and other countries, and retaliatory tariffs by these countries on the U.S.

tariffs on China, Canada, Mexico, Taiwan and other countries, and retaliatory tariffs by these countries on the U.S.

may increase costs, disrupt supply chains, and impact demand for the Company’s products.

Furthermore, domestic and foreign political instability and uncertainty may create economic volatility, regulatory changes, and trade disruptions that pose additional risks to the Company’s business environment.

Fair Value Measurements and Financial Instruments - The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Furthermore, domestic and foreign political instability and

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

uncertainty may create economic volatility, regulatory changes, and trade disruptions that pose additional risks to the Company’s business environment.

Fair Value Measurements and Financial Instruments - The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, accrued liabilities, and current portion of long-term debt approximate their fair values due to their short-term nature.

19 unchanged sentences

Please see Note 15 – Segment Information for our definition of adjusted EBITDA.

Under ASC 280, adjusted EBITDA is our measure of segment profitability and financial performance of our operating segments, and when used in this context, the term adjusted EBITDA is a financial measure prepared in accordance with U.S.

Adjusted EBITDA reported for the Company on a consolidated basis is a non-U.S.

GAAP financial measure.

Under ASC 280, adjusted EBITDA is our measure of segment profitability and financial performance of our operating segments, and when used in this context, the term

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

adjusted EBITDA is a financial measure prepared in accordance with U.S.

Adjusted EBITDA reported for the Company on a consolidated basis is a non-U.S.

GAAP financial measure.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in ASU 2023-07 require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07 require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

The amendments in this update also expand the interim segment disclosure requirements.

2 unchanged sentences

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

The Company adopted ASU 2023-07 in the Annual Report on Form 10-K for fiscal year 2024 ending January 3, 2025 and in this Quarterly Report on Form 10-Q.

The Company adopted ASU 2023-07 in the Annual Report on Form 10-K for fiscal year 2024 ended January 3, 2025 and in the Quarterly Report on Form 10-Q for the first quarter of fiscal 2025.

Refer to Note 15 – Segment Information for further details.

3 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

The Company has completed its evaluation of ASU 2023-09 and intends to adopt the standard in its Annual Report on Form 10-K for the fiscal year ending January 2, 2026.

Upon adoption, the Company will be required to provide enhanced income tax disclosures, including further disaggregation of the effective tax rate reconciliation and separate disclosure of income taxes paid by jurisdiction.

The new guidance requires disclosure of income tax rate drivers and income taxes paid at the federal, state, and significant foreign jurisdiction levels.

In November 2024, the FASB issued ASU 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The Company is currently evaluating the impact of the accounting standard updates on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instrument - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The ASU provides a practical expedient for estimating current expected credit losses by allowing entities to assume that conditions existing as of the balance sheet date do not change for the remaining life of the assets.

The guidance is effective for interim and annual reporting periods beginning after December 15, 2025.

The Company is currently evaluating the impact of the accounting standard updates on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in ASU 2025-06 clarify and modernize the capitalization of costs related to internal-use software.

The ASU removes all references to project stages throughout Subtopic 350-40 and clarifies the threshold entities apply to begin capitalizing costs.

The guidance is effective for interim and annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of the accounting standard updates on its consolidated financial statements and related disclosures.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

The following table summarizes total net sales by segment:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Powered Vehicles Group $ 125,872 $ 109,336 $ 371,484 $ 345,244

3 unchanged sentences

The following table summarizes total net sales by sales channel:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

OEM $ 166,963 $ 161,270 $ 497,041 $ 450,378

2 unchanged sentences

Total net sales $ 376,355 $ 359,121 $ 1,106,249 $ 1,041,084

(1) Aftermarket/non-OEM sales include sales to dealers and dealerships, distributors, sales through our websites, retail sales and various others, including Marucci’s sales within each of these.

(1) Aftermarket/non-OEM sales include sales to dealers and dealerships, distributors, sales through our websites, retail sales, and various others, including Marucci’s sales within each of these respective channels.

The following table summarizes total net sales generated by geographic location of the customer:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

North America $ 289,340 $ 264,808 $ 833,317 $ 827,623

4 unchanged sentences

Inventory consisted of the following:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Raw materials $ 243,145 $ 245,368

7 unchanged sentences

Prepaids and other current assets consisted of the following:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Prepaid chassis deposits $ 48,709 $ 47,094

4 unchanged sentences

Property, plant and equipment, net consisted of the following:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Machinery and manufacturing equipment $ 190,225 $ 177,261

9 unchanged sentences

The Company’s long-lived assets by geographic location are as follows:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

United States $ 201,214 $ 203,937

6 unchanged sentences

Accrued expenses consisted of the following:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Payroll and related expenses $ 23,298 $ 22,504

Warranty 18,543 21,593

Current portion of lease liabilities 17,424 16,683

Warranty 15,950 21,593

Accrued sales rebate 12,648 7,852

7 unchanged sentences

Activity related to warranties is as follows:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Beginning warranty liability $ 18,543 $ 20,693 $ 21,593 $ 20,001

6 unchanged sentences

(in thousands)

2022 Credit Facility

On April 5, 2022, the Company entered into a new credit agreement with Wells Fargo Bank, National Association, and other named lenders (the “2022 Credit Facility”).

The 2022 Credit Facility, which matures on April 5, 2027, provides for revolving loans, swingline loans, and letters of credit up to an aggregate amount of $ 650,000 .

The Company may borrow, prepay, and re-borrow principal under the 2022 Credit Facility during its term.

Advances under the 2022 Credit Facility can be either Adjusted Term Secured Overnight Financing Rate (“SOFR”) loans or base rate loans.

Credit Agreement

On April 5, 2022, the Company entered into a new credit agreement with Wells Fargo Bank, National Association, and other named lenders (the “Credit Agreement”).

The Credit Agreement, which matures on April 5, 2027, provides for revolving loans, swingline loans, and letters of credit up to an aggregate amount of $ 650,000 .

The Company may borrow, prepay, and re-borrow principal under the Credit Agreement during its term.

Advances under the Credit Agreement can be either Adjusted Term Secured Overnight Financing Rate (“SOFR”) loans or base rate loans.

SOFR rate revolving loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum equal to Term SOFR for such calculation plus 0.10 % plus a margin ranging from 1.00 % to 2.25 %.

Base rate revolving loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds Rate plus 0.50 %, (ii) the rate of interest in effect for such day as publicly announced from time to time by the lender as its “prime rate”, and (iii) Adjusted Term SOFR rate for a one-month tenor plus 1.00 %, subject to the interest rate floors set forth therein, plus a margin ranging from 0.00 % to 1.00 %.

On November 14, 2023, in connection and concurrently with the closing of the Marucci acquisition, the Company entered into the First Incremental Facility Amendment (the “Amendment”) amending the 2022 Credit Facility.

The Amendment provided the Company with a term loan in an amount of $ 400,000 (the “Incremental Term A Loan”) and a delayed draw term loan in an amount of $ 200,000 (the “Delayed Draw Term Loan” and, together with the Incremental Term A Loan, the “Incremental Term Loans”), each of which are permitted under the 2022 Credit Facility, subject to satisfaction of certain conditions.

On November 14, 2023, in connection and concurrently with the closing of the Marucci acquisition, the Company entered into the First Incremental Facility Amendment (the “First Amendment”) amending the Credit Agreement.

The First Amendment provided the Company with a term loan in an amount of $ 400,000 (the “Incremental Term A Loan”) and a delayed draw term loan in an amount of $ 200,000 (the “Delayed Draw Term Loan” and, together with the Incremental Term A Loan, the “Incremental Term Loans”), each of which are permitted under the Credit Agreement, subject to satisfaction of certain conditions.

The Incremental Term A Loan was fully funded on November 14, 2023 and used to fund a portion of the consideration owed under the Marucci acquisition.

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The Incremental Term Loans are in the form of term SOFR loans and base rate loans, at the option of the Company, and have an applicable margin ranging from 0.50 % to 1.50 % for base rate loans and 1.50 % to 2.50 % for term SOFR loans, subject to adjustment provisions.

Each Incremental Term Loan has a maturity date of April 5, 2027, consistent with the 2022 Credit Facility.

Each Incremental Term Loan has a maturity date of April 5, 2027, consistent with the Credit Agreement.

The Company paid $ 10,063 in debt issuance costs, of which $ 6,709 were allocated to the Term A Loan and $ 3,354 were allocated to the Delayed Draw Term Loan.

3 unchanged sentences

The fees were reclassified to a contra-liability account and amortized over the term of the drawn debt using the interest method.

On July 31, 2024 and December 20, 2024, the Company entered into the Third and Fourth Amendments to the 2022 Credit Facility, respectively, to secure an improved covenant profile on its capital structure to provide more flexibility given the uncertain macro environment.

The Company paid $ 3,490 in loan fees for the Third and Fourth Amendments, of which $ 3,433 were allocated among the revolver and the Incremental Term Loans to be amortized over the remaining term of the 2022 Credit Facility.

At July 4, 2025, the one-month SOFR and three-month SOFR rates were 4.33 % and 4.34 %, respectively.

At July 4, 2025, our weighted-average interest rate on outstanding borrowing was 6.41 %.

The 2022 Credit Facility is secured by substantially all of the Company’s assets, restricts the Company’s ability to make certain payments and engage in certain transactions, and requires that the Company satisfy customary financial ratios.

The Company was in compliance with the covenants as of July 4, 2025.

On July 31, 2024 and December 20, 2024, the Company entered into the Third and Fourth Amendments to the Credit Agreement, respectively, to secure an improved covenant profile on its capital structure to provide more flexibility given the uncertain macro environment.

At October 3, 2025, the one-month SOFR and three-month SOFR rates were 4.29 % and 4.34 %, respectively.

At October 3, 2025, our weighted-average interest rate on outstanding borrowing was 6.28 %.

The Credit Agreement is secured by substantially all of the Company’s assets, restricts the Company’s ability to make certain payments and engage in certain transactions, and requires that the Company satisfy customary financial ratios.

The Company was in compliance with the covenants as of October 3, 2025.

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

The following table summarizes the revolver under the 2022 Credit Facility:

July 4, 2025 January 3, 2025

The following table summarizes the revolver under the Credit Agreement:

October 3, 2025 January 3, 2025

Amount outstanding $ 151,000 $ 153,000

2 unchanged sentences

Total borrowing capacity $ 650,000 $ 650,000

As of July 4, 2025, future principal payments for term loan debt, including the current portion, are summarized as follows:

For fiscal year July 4, 2025

2025 $ 12,143

As of October 3, 2025, future principal payments for term loan debt, including the current portion, are summarized as follows:

For fiscal year October 3, 2025

Total $ 542,501

6 unchanged sentences

Refer to Note 9 - Derivatives and Hedging for further details.

On October 24, 2025, the Company entered into the Fifth Amendment to the Credit Agreement and Second Amendment to Guaranty and Security Agreement (the “Fifth Amendment”) among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and L/C issuer (the “Agent”), and a group of lenders party thereto.

Refer to Note 16.

Subsequent Events for further information.

FOX FACTORY HOLDING CORP.

3 unchanged sentences

Indemnification Agreements - In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or intellectual property infringement claims made by third parties.

In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

In addition, the Company entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on the Company’s results of operations, financial position or liquidity.

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On April 14, 2025, plaintiff filed a second amended complaint asserting essentially the same claims and relief.

The defendants moved to dismiss the second amended complaint on May 30, 2025, which plaintiff opposed on July 14, 2025.

The defendants moved to dismiss the second amended complaint on May 30, 2025, which plaintiff opposed on July 14, 2025, following which the defendants filed their reply on August 11, 2025.

The defendants deny all allegations of wrongdoing, believe the plaintiff’s positions are without merit, and intend to vigorously defend themselves.

2 unchanged sentences

The complaints are premised on substantially the same factual allegations as the securities fraud class action, but in these complaints, the plaintiff claims that the Company’s officers and directors breached their fiduciary duties or otherwise engaged in wrongdoing by allowing the underlying securities fraud to occur.

The court has stayed these cases pending the decision on the motion to dismiss the securities fraud litigation.

The court stayed these cases pending the decision on the motion to dismiss the securities fraud litigation.

The defendants deny all allegations of wrongdoing, believe the plaintiffs’ claims are without merit, and intend to vigorously defend themselves.

1 unchanged sentence

For Stellantis chassis, the Company pays a cash deposit upon transfer of the chassis to the Company’s premises and records the chassis within prepaids and other current assets on the condensed consolidated balance sheets until the chassis are transferred to the dealer customer’s floor plan, at which time the cash deposit is returned to the Company.

For GM and Ford, the Company has entered into floor plan financing agreements with the OEM.

For GM and Ford, the Company entered into floor plan financing agreements with the OEM.

The Company receives an allocation of chassis and pays interest expense on the allocated value of chassis based on the duration of time they are on the Company’s premises.

2 unchanged sentences

Interest payments made to manufacturer-affiliated finance companies are classified as operating activities in the condensed consolidated statements of cash flows.

At July 4, 2025 and January 3, 2025, the Company utilized $ 9,005 and $ 36,008 , out of a maximum of $ 38,300 and $ 36,100 of Ford allocation of chassis, and $ 31,874 and $ 10,857 , out of a maximum of $ 36,100 and $ 49,500 of GM allocation of chassis, respectively.

The Company incurred interest expense related to chassis on hand of $ 1,058 and $ 482 during the three months ended July 4, 2025 and January 3, 2025, respectively and $ 1,743 and $ 856 during the six months ended July 4, 2025 and January 3, 2025 respectively.

At October 3, 2025 and January 3, 2025, the Company utilized $ 11,876 and $ 36,008 , out of a maximum of $ 38,300 and $ 36,100 of Ford allocation of chassis, respectively, and $ 17,963 and $ 10,857 , out of a maximum of $ 36,100 and $ 49,500 of GM allocation of chassis, respectively.

The Company incurred interest expense related to bailment of $ 1,221 and $ 482 during the three months ended October 3, 2025 and January 3, 2025, respectively, and $ 2,964 and $ 1,057 during the nine months ended October 3, 2025 and January 3, 2025, respectively.

FOX FACTORY HOLDING CORP.

7 unchanged sentences

The Company hedges the variability of cash flows in interest payments associated with the first $ 500,000 of its variable rate debt through the interest rate swaps.

As of July 4, 2025 and January 3, 2025, the Company had the following interest rate swap contracts:

July 4, 2025 January 3, 2025

As of October 3, 2025 and January 3, 2025, the Company had the following interest rate swap contracts:

October 3, 2025 January 3, 2025

Effective Date Termination Date Notional Amount Unrealized Gain (Loss) in AOCI Unrealized Gain (Loss) in AOCI

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Refer to Note 10 - Fair Value Measurements and Financial Instruments for additional information on determining the fair value.

The unrealized gains or losses, after tax, will be recorded in accumulated other comprehensive income, a component of equity, and are expected to be reclassified into interest expense on the condensed consolidated statements of income when the forecasted transactions affect earnings.

The unrealized gains or losses, after tax, will be recorded in accumulated other comprehensive income, a component of equity, and are expected to be reclassified into interest expense on the condensed consolidated statements of operations when the forecasted transactions affect earnings.

As required under ASC 815, the interest rate swap contracts’ effectiveness will be assessed on a quarterly basis using a quantitative regression analysis.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three and six months ended July 4, 2025 were a gain of $ 2,130 and a loss of $ 1,818 ;

and for the three and six months ended June 28, 2024 were gains of $ 616 and $ 2,118 , respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three and six months ended July 4, 2025 were $ 1,097 and $ 3,004 , respectively;

and during the three and six months ended June 28, 2024 were $ 1,775 and $ 3,560 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three and six months ended July 4, 2025 were a gain of $ 249 and a loss of $ 1,147 , respectively;

and during the three and six months ended June 28, 2024 were losses of $ 277 and $ 320 , respectively.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three and nine months ended October 3, 2025 were a net gain of $ 275 and a net loss of $ 1,543 , respectively;

and for the three and nine months ended September 27, 2024 were net losses of $ 3,822 and $ 1,704 , respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three and nine months ended October 3, 2025 were $ 1,062 and $ 4,066 , respectively;

and during the three and nine months ended September 27, 2024 were $ 1,779 and $ 5,339 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three and nine months ended October 3, 2025 were losses of $ 189 and of $ 1,336 , respectively;

and during the three and nine months ended September 27, 2024 were losses of $ 1,339 and $ 1,659 , respectively.

Over the next 12 months, the Company estimates that $ 860 of existing net gain in AOCI related to the interest rate swap contracts will be reclassified as a decrease to interest expense.

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The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods:

July 4, 2025 January 3, 2025

October 3, 2025 January 3, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

7 unchanged sentences

Total liabilities measured at fair value $ 4,644 $ 694,037 $ — $ 698,681 $ 4,300 $ 713,714 $ — $ 718,014

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the three and six months ended July 4, 2025.

As of July 4, 2025, the carrying amount of the principal under the Company’s 2022 Credit Facility - Incremental Term Loans and Revolver approximated fair value because they had variable interest rates that reflected market changes in interest rates and changes in the Company’s net leverage ratio.

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the three and nine months ended October 3, 2025.

As of October 3, 2025, the carrying amount of the principal under the Company’s Credit Agreement - Incremental Term Loans and Revolver approximated fair value because they had variable interest rates that reflected market changes in interest rates and changes in the Company’s net leverage ratio.

The Company mitigates the cash flow risk associated with changes in interest rates on its variable rate debt through interest rate swap agreements.

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The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.

There were no repurchases of common stock during the six months ended July 4, 2025.

During the six months ended June 28, 2024, the Company repurchased approximately 378 shares for $ 25,000 , at an average price of $ 66.03 .

There were no repurchases of common stock during the nine months ended October 3, 2025.

During the nine months ended September 27, 2024, the Company repurchased approximately 378 shares for $ 25,000 , at an average price of $ 66.03 .

All repurchased shares were immediately retired.

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The excess purchase price over par value was allocated between additional paid-in capital and retained earnings.

As of July 4, 2025, authorized repurchases of $ 250,000 remain available to the Company.

As of October 3, 2025, authorized repurchases of $ 250,000 remain available to the Company.

Equity Incentive Plans

The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of income:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of operations:

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Cost of sales $ 211 $ 324 $ 856 $ 880

10 unchanged sentences

(in thousands, except per share data)

The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the six months ended July 4, 2025:

The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the nine months ended October 3, 2025:

Unvested RSUs

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Vested ( 174 ) $ 66.05

Unvested at July 4, 2025 773 $ 34.15

As of July 4, 2025, the Company had approximately $ 24,866 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.10 years.

During the six months ended July 4, 2025, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future.

Unvested at October 3, 2025 750 $ 34.07

As of October 3, 2025, the Company had approximately $ 18,993 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 1.91 years.

During the nine months ended October 3, 2025, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future.

Issuance is based upon the Company’s performance, over a three -year performance period, against an adjusted EBITDA margin target.

2 unchanged sentences

These revenue-growth PSUs vest only upon the achievement of the applicable performance goals for the performance period, and, depending on the actual achievement on the performance goals, the grantee may earn either 0 % or 100 % of the target PSUs.

The fair value of PSUs is calculated based on the stock price on the date of grant assuming the performance goals will be achieved.

The following table summarizes the activity for the Company’s unvested PSUs for the six months ended July 4, 2025:

The following table summarizes the activity for the Company’s unvested PSUs for the nine months ended October 3, 2025:

Unvested PSUs

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Canceled ( 6 ) $ 40.65

Unvested at July 4, 2025 506 $ 41.07

Unvested at October 3, 2025 502 $ 41.09

The fair value of PSUs is calculated based on the stock price on the grant date, assuming the performance goals will be achieved at target.

The stock-based compensation expense recognized each period is dependent upon our estimate of the number of shares that will ultimately vest based on the achievement of certain performance conditions.

4 unchanged sentences

(in thousands, except per share data)

Earnings (Net Loss) Per Share

(Net Loss) Earnings Per Share

Basic earnings per share amounts are computed by dividing earnings (net loss) for the period by the weighted average number of common shares outstanding during the period.

1 unchanged sentence

Potentially dilutive common shares include shares issuable upon the exercise of outstanding stock options and vesting of RSUs and PSUs, which are reflected in diluted earnings per share by application of the treasury stock method.

The Company excluded 241 and 281 shares from the calculation of diluted earnings per share for the three and six months ended July 4, 2025 and 145 and 103 for the three and six months ended June 28, 2024, respectively, as these shares would have been antidilutive.

Due to the net loss reported for the six months ended July 4, 2025, there were no dilutive shares included in the calculation of diluted net loss per share for the period.

The Company excluded 294 and 287 shares from the calculation of diluted earnings per share for the three and nine months ended October 3, 2025, respectively, and 198 and 134 for the three and nine months ended September 27, 2024, respectively, as these shares would have been antidilutive.

Due to the net loss reported for the three and nine months ended October 3, 2025, there were no dilutive shares included in the calculation of diluted net loss per share for the period.

The following table presents the calculation of basic and diluted earnings per share:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net income (loss) attributable to FOX stockholders

$ 2,744 $ 5,407 $ ( 256,950 ) $ 1,911

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Net (loss) income attributable to FOX stockholders $ ( 634 ) $ 4,780 $ ( 257,584 ) $ 6,691

Weighted average shares used to compute basic earnings per share 41,816 41,699 41,771 41,674

1 unchanged sentence

Weighted average shares used to compute diluted earnings per share 41,816 41,724 41,771 41,719

Earnings (net loss) per share:

(Net loss) earnings per share:

Basic $ ( 0.02 ) $ 0.11 $ ( 6.17 ) $ 0.16

3 unchanged sentences

(in thousands)

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Provision (benefit) from income taxes $ 2,800 $ ( 371 ) $ ( 837 ) $ ( 1,638 )

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Provision for income taxes $ 2,286 $ 250 $ 1,449 $ ( 1,388 )

Effective tax rates 140.8 % 5.0 % ( 0.6 ) % ( 26.2 ) %

For the three months ended July 4, 2025, the difference between the Company’s effective tax rate of 50.9 % and the 21 % federal statutory rate was primarily due to unfavorable impact of discrete items in proportion to lower levels of pre-tax income.

For the six months ended July 4, 2025, the difference between the Company’s effective tax rate of 0.3 % and the 21 % federal statutory rate was due to the impairment impact of the non-deductible goodwill.

For the three months ended June 28, 2024, the difference between the Company’s effective tax rate of ( 7.4 )% and the 21 % federal statutory rate resulted primarily due to the favorable impact of discrete items in proportion to lower levels of pre-tax income.

For the six months ended June 28, 2024, the difference between the Company’s effective tax rate of ( 600.0 )% and the 21 % federal statutory rate was due to the favorable impact of discrete items in proportion to lower levels of pre-tax income.

For the three months ended October 3, 2025, the difference between the Company’s effective tax rate of 140.8 % and the 21 % federal statutory rate was primarily due to unfavorable impact of discrete items in proportion to lower levels of pre-tax income.

For the nine months ended October 3, 2025, the difference between the Company’s effective tax rate of ( 0.6 )% and the 21 % federal statutory rate was due to the impairment impact of the non-deductible goodwill.

For the three months ended September 27, 2024, the difference between the Company’s effective tax rate of 5.0 % and the 21 % federal statutory rate primarily due the favorable impact of discrete items on lower levels of pre-tax income.

For the nine months ended September 27, 2024, the difference between the Company’s effective tax rate of ( 26.2 )% and the 21 % federal statutory rate was mainly due to the favorable impact of discrete items on lower levels of pre-tax income.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

1 unchanged sentence

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We have reviewed the enacted legislation and have determined that these provisions do not affect the measurement of our deferred tax assets and liabilities as of July 4, 2025.

We are currently assessing the impact on the effective tax rate for future periods.

We have reviewed the enacted legislation and have determined that these provisions do not affect the measurement of our deferred tax assets and liabilities as of October 3, 2025.

We will continue to assess the impact on the effective tax rate for future periods.

We do not expect the results from any ongoing income tax audits to have a material impact on our consolidated financial condition, results of operations, or cash flows.

3 unchanged sentences

Acquisition of Marzocchi Suspension S.r.l .

On December 19, 2024, the Company, through Marzocchi Suspension Holding S.r.l., acquired all of the outstanding equity of Marzocchi from VRM S.P.A.

On December 19, 2024, the Company, through Marzocchi Suspension Holding S.r.l ., acquired all of the outstanding equity of Marzocchi Suspension S.r.l (“Marzocchi”) from VRM S.P.A.

for $ 20,501 , net of cash acquired.

Marzocchi is a leader in motorcycle suspension manufacturing.

The Company believes that this acquisition will be complementary to its powered vehicle businesses and will help to expand its product offerings.

The Company believes that this acquisition will be complementary to its PVG businesses and will help to expand its product offerings.

This transaction was accounted for as a business combination.

The purchase price of Marzocchi is preliminarily allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of December 19, 2024 with the excess purchase price allocated to goodwill.

During the six months ended July 4, 2025, the Company recorded an increase of $ 135 to net assets and a decrease of the same amount to goodwill.

During the nine months ended October 3, 2025, and translated into U.S.

dollars using the exchange rate at the acquisition date, the Company recorded a decrease of $ 1,058 to accounts receivable, and increases of $ 744 to other assets, $ 411 to accrued expenses, $ 513 to other liabilities, and $ 1,238 to goodwill.

The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition, translated into U.S.

19 unchanged sentences

Purchase price allocation $ 20,501

The gross contractual accounts receivable acquired in the acquisition was $ 6,706 , all of which was expected to be collected.

As of July 4, 2025, $ 6,038 of the acquired accounts receivable had been collected.

This amount is translated using the exchange rate at the reporting date.

The gross contractual accounts receivable acquired in the acquisition was $ 5,648 , all of which had been collected as of October 3, 2025.

The amounts above represent the Company’s provisional fair value estimates related to the acquisition as of December 19, 2024, and are subject to subsequent adjustments as additional information is obtained during the applicable measurement period.

The primary areas of estimates that are not yet finalized include certain tangible assets acquired and liabilities assumed, as well as the identifiable intangible assets.

The Company incurred $ 1,765 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 289 were incurred during the six months ended July 4, 2025.

These costs are classified as general and administrative expenses in the accompanying condensed consolidated statements of income.

The Company incurred $ 1,912 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 436 were incurred during the nine months ended October 3, 2025.

These costs are classified as general and administrative expenses in the accompanying condensed consolidated statements of operations.

FOX FACTORY HOLDING CORP.

8 unchanged sentences

In the acquisition of Marzocchi, the Company stepped up the intangibles by $ 3,500 , which is not deductible for Italian income tax purposes.

The results of operations for Marzocchi have been included in the Company's consolidated statements of income since the closing date of the acquisition on December 19, 2024.

The total revenues for Marzocchi for the three and six months ended July 4, 2025 amounted to $ 11,691 and $ 23,660 , respectively.

The total pre-tax losses for Marzocchi for the three and six months ended July 4, 2025 amounted to $ 722 and $2,345.

The results of operations for Marzocchi have been included in the Company's consolidated statements of operations since the closing date of the acquisition on December 19, 2024.

The total revenues for Marzocchi for the three and nine months ended October 3, 2025 amounted to $ 9,073 and $ 32,732 , respectively.

The total pre-tax losses for Marzocchi for the three and nine months ended October 3, 2025 amounted to $ 2,138 and $ 4,483 .

Segment Information

9 unchanged sentences

This segment operates 13 plants across the United States.

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, RTR, Fun-Haver, 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.

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, RTR, Fun-Haver, and Custom Wheel House brands designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with and without off-road capabilities, specialty vehicles and applications, and commercial trucks.

Specialty Sports Group:

This segment operates 10 plants and 13 distribution facilities (12 in the United States, 4 in Taiwan, and one facility each in Australia, Canada, Germany, Japan, Sweden, Switzerland, and United Kingdom).

This segment operates 9 plants and 11 distribution facilities (10 in the United States, 3 in Taiwan, and 1 facility each in Australia, Canada, Germany, Japan, Sweden, Switzerland, and United Kingdom).

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.

12 unchanged sentences

Unallocated corporate expenses are corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated occupancy costs for our corporate headquarters, acquisition costs, other benefit and compensation programs, including performance-based compensation, and administrative expenses such as accounting, finance, legal, human resources, and information technology expenses.

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Powered Vehicles Group $ 125,872 $ 109,336 $ 371,484 $ 345,244

2 unchanged sentences

Net sales $ 376,355 $ 359,121 $ 1,106,249 $ 1,041,084

Net income (loss) 2,705 5,407 ( 257,029 ) 1,911

Net (loss) income ( 662 ) 4,780 ( 257,691 ) 6,691

Goodwill impairment — — 262,129 —

18 unchanged sentences

Adjusted EBITDA $ 44,419 $ 42,026 $ 133,313 $ 126,577

(1) Depreciation excludes amortization for purchase accounting property, plant and equipment fair value adjustment.

(2) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets, per period as follows:

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Acquisition related costs and expenses $ 276 $ 470 $ 479 $ 1,148

Purchase accounting property, plant and equipment fair value adjustment amortization 269 — 519 —

Purchase accounting inventory fair value adjustment amortization 178 — 342 4,485

Other acquisition and integration-related expenses $ 723 $ 470 $ 1,340 $ 5,633

(1) Depreciation excludes amortization for purchase accounting property, plant and equipment fair value adjustment and accelerated depreciation related to organizational restructuring initiatives.

(3) Represents expenses associated with various restructuring initiatives.

Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies for more information.

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

(3) Represents expenses associated with various restructuring initiatives across the organization.

Individual expenses are not a primary focus in segment-level decision-making as the CODM relies on adjusted EBITDA as the key financial metric for assessing performance and allocating resources across segments.

The following table presents the Company’s other segment items that consist of costs of sales and operating expenses excluding depreciation and amortization, non-cash stock-based compensation, litigation and settlement-related expenses, other acquisition and integration-related expenses, organizational restructuring-related expenses, strategic transformation costs, and goodwill impairment.

For the three months ended For the six months ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

For the three months ended For the nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Powered Vehicles Group $ 106,963 $ 100,388 $ 321,805 $ 304,525

3 unchanged sentences

$ 331,936 $ 317,095 $ 972,936 $ 914,507

Subsequent Events

Fifth Amendment to Credit Agreement

On October 24, 2025, the Company entered into the Fifth Amendment to the Credit Agreement and Second Amendment to Guaranty and Security Agreement among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and L/C issuer (the “Agent”), and a group of lenders party thereto.

The Fifth Amendment amends the Credit Agreement, dated as of April 5, 2022 (as amended prior to the Fifth Amendment, the “Credit Agreement” and, as amended by the Fifth Amendment, the “Amended Credit Agreement”), and the Guaranty and Security Agreement, dated as of April 5, 2022, as amended prior to the Fifth Amendment, which secures the obligations under the Credit Agreement in favor of the Agent for the benefit of the lenders and other secured parties.

Terms not otherwise defined below will have the meaning as set forth in the Amended Credit Agreement.

The Fifth Amendment, among other things, amends the Credit Agreement to replace the existing loans provided under the Credit Agreement with (i) a term loan in the aggregate outstanding amount of $ 537,500 (the “Term Loan”), which will be repaid by the Company in quarterly installments in the amount of $ 6,719 , (ii) revolving loans in an aggregate amount of up to $ 500,000 , with sub-facilities for swing line loans in an aggregate amount of up to $ 25,000 and letters of credit in an aggregate amount of up to $ 25,000 (the “Revolving Credit Facility”), and (iii) an incremental loan facility, subject to additional terms set forth in the Amended Credit Agreement, in an aggregate amount of up to $ 175,000 plus an unlimited amount so long as after giving effect to the incurrence of such incremental loans, on a pro forma basis, the Consolidated Net Leverage Ratio is less than 3.25 .

To the extent not previously paid, all then-outstanding amounts under the Term Loan and the Revolving Credit Facility are due and payable on October 24, 2030.

The Term Loan and advances under the Revolving Credit Facility can be either SOFR loans or base rate loans.

SOFR loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum equal to the term SOFR for such calculation plus a margin ranging from 1.00 % to 2.50 %.

Base rate loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds Rate plus 0.50 %, (ii) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate,” and (iii) term SOFR rate for a one-month tenor plus 1.00 %, subject to the interest rate floors set forth in the Amended Credit Agreement, plus a margin ranging from 0.00 % to 1.50 %.

In connection with the Fifth Amendment, the Company borrowed $ 710,000 under the Amended Credit Agreement consisting of the $ 537,500 Term Loan and $ 172,500 under the Revolving Credit Facility, which was used to repay all outstanding amounts owed under the Credit Agreement prior to the Fifth Amendment and for general corporate purposes.

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-Q

Item 1. Financial Statements