What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 41 added, 50 removed, 327 unchanged (22% of the section changed)

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and its subsidiaries, unless the context indicates otherwise.

Our premium brand, performance-defining products and systems are used primarily on bicycles (“bikes”), side-by-side vehicles (“side-by-sides”), on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, all-terrain vehicles (“ATVs”), snowmobiles, and specialty vehicles and applications.

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

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Description of our business

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 design, engineer, manufacture and market 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, including Major League Baseball.

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 Dakar Rally, the Baja 1000, and professional baseball, including Major League 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.

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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, 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.

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, Honda, BMW, Ducati, Triumph, Moto Morini, and MV Agusta 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 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, as well as our direct to customer platforms.

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• our integrated manufacturing facilities and performance testing centers, which allow us to quickly move from concept to product.

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

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

• 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.

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• Electronically adjustable rear suspension pre-load allowing a user to easily compensate for the additional weight and bring a vehicle back to optimal ride height, which such technology is currently in use on select motorcycles to adapt to added passenger and luggage weight without using tools;

• Ridetech RidePro E5 Air Suspension Control System, improving comfort and performance to your vehicle, which such technology is currently being used in many classic muscle car and truck applications;

• Ridetech RidePro E5 Air Suspension Control System, improving comfort and performance to your vehicle, which is currently being used in many classic muscle car and truck applications;

• 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;

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• 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.

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

Further living into our purpose-built suspension philosophy;

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

• FOX AWL suspension fork for the growing electronic sports utility vehicle (“eSUV”) commuter and e-mobility segment combining the confidence and stability of off-road capable suspension with the convenience of direct mount compatibility with full wrap fenders, lights, and anti-lock braking system, which such technology is found on a wide range of electric bikes;

• FOX AWL suspension fork for the growing electronic sports utility vehicle commuter and e-mobility segment combining the confidence and stability of off-road capable suspension with the convenience of direct mount compatibility with full wrap fenders, lights, and anti-lock braking system, which such technology is found on a wide range of electric bikes;

• Race Face Vault Hub, a 120-point high-engagement mountain bike hubset featuring tool-free end caps that simplify conversion among all major axle standards and is approved for e-bike applications, which such technology is found in select Race Face mountain bike wheels and as standalone hubs;

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• 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;

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

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

• FOX Live Valve Aftermarket Kit, the most advanced semi active suspension that enables aftermarket upgrades for sport utility vehicles (“SUV”) and trucks;

• Strut for Mercedes Sprinter Van, Performance Elite and Factory Race Series;

• QSE Link for Jeep JL and JT, 2025 SEMA Best Truck and Offroad Product winner;

• Street Performance shocks for Corvette and Challenger.

Strategic brand for OEMs, dealers and distributors, and retailers

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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, 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.

Leveraging our technology and scale, we successfully expanded into recreational vehicles and street car applications, international truck and 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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Over the past several years, we completed acquisitions that we believe enhance our business and strategically expand our product offerings.

In March 2020, we acquired substantially all the issued and outstanding capital stock of SCA Performance Holdings, Inc.

(“SCA”), a leading OEM authorized specialty vehicle manufacturer for light duty trucks and sport utility vehicles.

In May 2021, through our wholly owned subsidiary, SCA, we acquired all of the issued and outstanding stock of Manifest Joy LLC (“Outside Van”), a custom van conversion company that designs and custom engineers recreational vehicles.

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, through Blocker, acquired all of the outstanding equity interest of CWH Holdco, LLC, the parent company of Custom Wheel House, LLC (“Custom Wheel House”).

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We believe that rising consumer discretionary income in a number of developing markets and increasing consumer preferences for premium performance bikes and powered vehicles should contribute to increasing demand for our products.

In addition, we believe increasing international viewership of racing and extreme sports and other outdoor events, such as the Union Cycliste Internationale Mountain Bike World Cup and X Games, is contributing to the growth of international participation in activities in which our products are used.

In addition, we believe increasing international viewership of racing and extreme sports and other outdoor events, such as the Union Cycliste Internationale Mountain Bike World Cup and the X Games, is contributing to the growth of international participation in activities in which our products are used.

We intend to leverage the recognition of our brands to capitalize on these trends by globally increasing our sales to both OEMs and dealers and distributors, particularly in markets where we perceive significant opportunities.

Improve operating and supply chain efficiencies

In the fourth quarter of 2021, we completed the construction of an approximately 336,000 square foot state-of-the-art facility in Hall County, Georgia (the “Gainesville Facility”) to diversify our manufacturing platform and provide additional long-term capacity to support growth in our Powered Vehicles Group.

The Gainesville Facility is used for manufacturing, warehousing, distribution and office space.

Additionally, we completed the transition of our Watsonville, California facility (the “Watsonville Facility”) and the relocation of our powered vehicles suspension manufacturing to the Gainesville Facility in the first quarter of 2022.

Certain portions of our business are seasonal;

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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, Rancho (“Tenneco”), and others.

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

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

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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, Rusty’s Off-Road, MTS Offroad, Thumper Fab, and others.

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 upfitted vehicles, we compete with Roush Performance, Waldoch, Sherrod Vans, American Luxury Coach, DSI Custom Vehicles, Storyteller Overland, Remote Vans, Winnebago, 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.

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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, as well as others.

We design, engineer 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 are 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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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, and motorcycles.

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.

In each of the years ended January 2, 2026, January 3, 2025 and December 29, 2023, approximately 33%, 33% and 36%, 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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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.

In each of the years ended January 2, 2026, January 3, 2025 and December 29, 2023, approximately 32%, 30% and 38%, 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, suspension tuning services and high-performance wheels, and off-road tires and accessories.

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.

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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.

In each of the years ended January 2, 2026, January 3, 2025 and December 29, 2023, approximately 35%, 37% and 26%, respectively, of our net sales were attributable to net sales of specialty sports-related products.

Research and development

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Intellectual property is an important aspect of our business.

We rely upon a combination of patents, trademarks, trade names, licensing arrangements, trade secrets, know-how and proprietary technology and we secure and protect our intellectual property rights.

We rely upon a combination of patents, trademarks, trade names, licensing arrangements, trade secrets, know-how and proprietary technology to secure and protect our intellectual property rights.

Our intellectual property counsel diligently protects our new technologies with patents and trademarks and defends against patent infringement allegations.

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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 of FOX ® and others from subsidiaries.

and a number of international jurisdictions, including the marks of FOX ® and others from our 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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In 2025, 2024, and 2023, our sales to Ford, a powered vehicles OEM, accounted for approximately 12%, 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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Our dealers sell directly to aftermarket consumers.

Our overseas distributors sell to independent dealers, which then sell directly to consumers.

Our international distributors sell to independent dealers, which then sell directly to consumers.

We sell our baseball and softball gear and equipment products through several channels including big box retailers;

direct-to-consumer, direct-to-team, the company's experiential clubhouse retail stores and other owned channels;

direct-to-consumer, direct-to-team, the Company’s experiential clubhouse retail stores and other Company-owned channels;

and third-party e-commerce and resellers.

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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 Instagram feeds, Facebook pages, YouTube channels, Vimeo channels and Twitter feeds 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 X 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.

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Powered Vehicles

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 PVG.

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

Our Gainesville facility expanded and diversified our manufacturing platform and provided additional long-term capacity to support growth in our PVG.

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

Aftermarket Applications

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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.

We maintain a vertically integrated wood bat manufacturing process with domestic production facilities in Baton Rouge, Louisiana and King of Prussia, Pennsylvania, 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.

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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 from time to time.

Risk Factors – Risks Related to Our Business and Operations - “We depend on a limited number of suppliers for some of our materials, component parts, and our products.

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 from time to time.

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.

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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 year order and certain other exclusions.

As part of our agreement with Miyaki, 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 year order and certain other exclusions.

Human Capital Resources

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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.

We 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.

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At FOX, we believe that people are our greatest asset.

Therefore, we are committed to building and maintaining an inclusive workplace in which all employees feel they belong, are empowered to be their best, and inspired to deliver maximum performance.

Therefore, we are committed to building and maintaining an inclusive workplace in which all employees feel they belong, are empowered to be their best, and are inspired to deliver maximum performance.

Our employees have diverse skills, experiences and unique perspectives that collectively contribute to greater opportunities for engagement, innovation and business growth.

Our commitment to inclusion, diversity, and engagement aligns with our values of leadership, trust, service, agility, ingenuity, and collaboration and is a critical component of being a purpose-led organization.

The Inclusion, Diversity, and Engagement strategy is sponsored by the entire Executive Leadership Team and is centered on the following objectives:

This strategy is sponsored by the entire Executive Leadership Team and is centered on the following objectives:

• build a globally diverse, high-performing workforce that mirrors the populations around us;

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Employee Benefits

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, including executive officers, into the 401(k) Plan.

As part of the 401(k) Plan, FOX matches 100% of the first 3% and 50% of the next 2% of compensation contributed by the employee, including executive officers, into the 401(k) Plan, for a maximum employer match of 4% of compensation.

Practices related to working capital items

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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 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.

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PVG, AAG, and SSG.

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

Through these segments, we focus on manufacturing, sales 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.

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Our website address is www.ridefox.com.

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings required by the SEC.

We file reports with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings required by the SEC.

We make available through the Investor Relations section of our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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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