What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 466 added, 401 removed, 1171 unchanged (43% of the section changed)

9 unchanged sentences

Attestation Report of Independent Registered Public Accounting Firm

Grant Thornton, LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.

Grant Thornton, LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, issued an attestation report on the Company’s internal control over financial reporting.

A report of independent registered public accounting firm is contained in Part IV.

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OTHER INFORMATION

The following information is being included in this Item 9B in lieu of filing such information on a Current Report on Form 8-K under Item 5.02.

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On February 25, 2025, the Compensation Committee of the Board of Directors of the Company adopted a form of performance share unit award agreement (the “Form of PSU Agreement”) for use in connection with the Fox Factory Holding Corp.

2022 Omnibus Plan.

The foregoing description of the Form of PSU Agreement is qualified in its entirety by the full text of the Form of PSU Agreement, a copy of which is filed as Exhibit 10.37 to this Annual Report on Form 10-K.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item regarding our directors and executive officers is incorporated by reference to the sections of our proxy statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”) entitled “Election of Class III Directors” and “Corporate Governance.”

Information required by this Item regarding our directors and executive officers is incorporated by reference to the sections of our proxy statement to be filed with the SEC in connection with our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) entitled “Election of Class I Directors” and “Corporate Governance.”

Information required by this Item regarding our corporate governance, including our audit committee and code of ethics, is incorporated by reference to the sections of the Proxy Statement entitled “Corporate Governance” and “The Board of Directors.”

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Reports of Independent Registered Public Accounting Firm (PCAOB ID Number:

Consolidated Balance Sheets as of January 3, 2025 and December 29, 2023 74

Consolidated Statements of Income for the years ended January 3, 2025, December 29, 2023 and December 30, 2022 75

Consolidated Statements of Comprehensive Income for the years ended January 3, 2025, December 29, 2023 and December 30, 2022 76

Consolidated Statements of Stockholders’ Equity for the years ended January 3, 2025, December 29, 2023 and December 30, 2022 77

Consolidated Statements of Cash Flows for the years ended January 3, 2025, December 29, 2023 and December 30, 2022 78

Consolidated Balance Sheets as of January 2, 2026 and January 3, 2025 69

Consolidated Statements of Operations for the years ended January 2, 2026, January 3, 2025 and December 29, 2023 70

Consolidated Statements of Comprehensive (Loss) Income for the years ended January 2, 2026, January 3, 2025 and December 29, 2023 71

Consolidated Statements of Stockholders’ Equity for the years ended January 2, 2026, January 3, 2025 and December 29, 2023 72

Consolidated Statements of Cash Flows for the years ended January 2, 2026, January 3, 2025 and December 29, 2023 73

Notes to Consolidated Financial Statements 75

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Description of Securities 10-K 001-36040 February 23, 2023

Employment Agreement, dated May 1, 2018, by and between Fox Factory Holding Corp.

and Chris Tutton 10-K 001-36040 February 26, 2019

Employment Agreement, dated August 29, 2018, by and between Fox Factory Holding Corp.

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8-K 001-36040 August 10, 2020

Amendment to the Amended and Restated Employment Agreement, by and between Fox Factory, Inc.

and Christopher J.

Tutton, dated August 5, 2020.

8-K 001-36040 August 10, 2020

2023 Policy Regarding Terms Applicable to Restricted Stock Unit and Performance Share Unit Award Agreements in the Event of Qualified Retirement 10-K 001-36040 February 23, 2024

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and certain of its officers, directors and/or advisors 10-Q 001-36040 October 31, 2018

2008 Stock Option Plan, as amended S-1 333-189841 July 8, 2013

2008 Non-Statutory Stock Option Plan, as amended S-1/A 333-189841 August 2, 2013

Fox Factory Holding Corp.

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Merchant, dated April 13, 2021 10-Q 001-36040 August 4, 2023

Employment Agreement, by and between Fox Factory Holding Corp.

and Thomas L.

Fletcher, dated May 24, 2021 10-Q 001-36040 August 4, 2023

Second Amendment to Credit Agreement and First Amendment to Guaranty and Security Agreement, dated June 5, 2024 10-Q 001-36040 August 2, 2024

3 unchanged sentences

8-K 001-36040 December 20, 2024

Form of EBITDA Performance Share Unit Award Agreement under 2022 Omnibus Plan X

Insider Trading Policy X

Form of EBITDA Performance Share Unit Award Agreement under 2022 Omnibus Plan 10-K 001-36040 February 28, 2025

Fifth Amendment to Credit Agreement and Second Amendment to Guaranty and Security Agreement, dated October 24, 2025 8-K 001-36040 October 27, 2025

Cooperation Agreement, dated February 8, 2026 8-K 001-36040 February 9, 2026

Insider Trading Policy 8-K 001-36040 February 28, 2025

List of Subsidiaries X

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Board of Directors and Stockholders

Fox Factory Holding Corp.

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We have audited the accompanying consolidated balance sheets of Fox Factory Holding Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of January 3, 2025 and December 29, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 3, 2025 and December 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2025, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of January 2, 2026 and January 3, 2025, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended January 2, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2026 and January 3, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of January 2, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026 expressed an unqualified opinion.

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Net realizable value of inventory

As discussed in Note 1 to the consolidated financial statements, adjustments are made to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete or impaired balances.

Management monitors inventory quantities on hand and on order and records write-downs for estimated excess or obsolescence based on estimated demand for products, obsolescence of technology, product life cycles, and when pricing trends or forecasts indicate that the carrying value of inventory exceeds estimated selling price.

As described further in Note 1 to the consolidated financial statements, adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances.

We identified the net realizable value of inventory for certain product categories as a critical audit matter.

The principal consideration for our determination that the net realizable value of inventory represents a critical audit matter is that the assessment of the net realizable value of inventory is complex and includes an estimate of forecasted demand.

The demand estimate is subjective and requires the Company to consider significant assumptions such as economic conditions, technology changes, and new product introductions, which are subject to significant uncertainty and therefore require significant auditor judgement.

Our audit procedures related to the net realizable value of inventory included the following, among others:

• We obtained management’s analysis for estimated excess or obsolete inventory.

We evaluated the appropriateness of management’s approach and tested the completeness and accuracy of the underlying data.

• We tested selected inventory items by making inquiries of management and evaluating the appropriateness of judgments and assumptions.

We also reviewed industry reports and inquired with management and various staff members outside of the finance function to understand macroeconomic, technology, and product trends.

• We tested selected inventory items and evaluated the appropriateness of judgments and assumptions by reviewing industry reports and inquiring with various staff members outside of the finance function to understand macroeconomic, technology, and product trends.

• We performed a retrospective review by comparing previous demand forecasts to actual usage during the year for a sample of items.

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As a result, significant auditor judgment is necessary to evaluate management’s judgments and assumptions.

Our audit procedures related to the realizability of deferred tax assets relating to the Company’s foreign tax credtis included the following, among others:

• We considered the applicability of the Company’s international transfer pricing arrangements as it relates to the Company’s ability to utilize foreign tax credits.

• We tested the accuracy of the underlying data used in the forecasts by agreeing the baseline 2024 results for selected jurisdictions to general ledger balances.

• We evaluated the appropriateness of the assumptions supporting the future revenue growth rate by jurisdiction.

• We evaluated management’s assumptions with respect to anticipated relief from withholding on intercompany charges paid by selected jurisdictions for consistency and credibility.

• We tested the design and operating effectiveness of controls related to the generation and review of the forecasts and assumptions that underpin the assessment of the realizability of deferred tax assets relating to the Company’s foreign tax credits.

Our audit procedures related to the realizability of deferred tax assets relating to the Company’s foreign tax credits included the following, among others:

• We evaluated management’s assessment of its intent and ability to implement planned operating model changes that are expected to significantly reduce the generation of future foreign tax credits.

• We evaluated management’s assertions regarding anticipated reductions in withholding taxes on intercompany charges in selected jurisdictions, including assessing the consistency and credibility of those assertions with available evidence.

• We assessed the reasonableness of management’s assumptions related to future foreign-source taxable income by reviewing underlying forecasts, historical results, industry data, and evaluating the internal consistency of the projections.

• We tested the design and operating effectiveness of controls related over management’s assessment of the realizability of deferred tax assets related to foreign tax credits.

Goodwill impairment assessments

As discussed in Note 1 to the consolidated financial statements, the Company recorded a non-cash goodwill impairment charge of $557 million for the year ended January 2, 2026 resulting from two triggering events identified during the year.

The Company performs a qualitative assessment to determine if it is more likely than not that the fair value of the given reporting unit is less than its carrying amount, including goodwill.

If the Company determines that the fair value of the reporting unit is less than its carrying amount, it will perform a quantitative analysis;

otherwise, no further evaluation is necessary.

We identified these goodwill impairment assessments as a critical audit matter.

The principal consideration for our determination that the goodwill impairment assessments are a critical audit matter is that the assessments required significant judgment, including the estimation of future cash flows, the determination of appropriate discount rates, and the assessment of market and operating conditions as of each testing date.

During the year, economic and company-specific conditions changed, which required management to reassess key assumptions and judgments and update projections.

Auditing management’s goodwill impairment assessments involved challenging and subjective auditor judgment due to the sensitivity of certain assumptions within the valuation models.

Our audit procedures related to the goodwill impairment assessments of the reporting units included the following, among others:

• We tested management's process for determining the fair value and carrying value of the reporting units.

We also evaluated the reasonableness of management's significant assumptions, including forecasts.

We evaluated whether these forecasts were reasonable.

• With assistance of valuation specialists, we evaluated the appropriateness of the valuation methods and tested the Company's income approach and market approach for the reporting units, including the reasonableness of the key underlying assumptions.

• We evaluated the design and tested the operating effectiveness of internal controls related to the goodwill impairment assessments, including internal controls over determination of the fair values of the reporting units and the identification of triggering events.

/s/ GRANT THORNTON LLP

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Board of Directors and Stockholders

Fox Factory Holding Corp.

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Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”).

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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(in thousands, except par value)

January 03, 2025 December 29, 2023

January 02, 2026 January 03, 2025

Current assets:

Cash and cash equivalents $ 58,008 $ 71,674

Accounts receivable (net of allowances of $ 1,848 and $ 1,158 at January 3, 2025 and December 29, 2023, respectively)

Accounts receivable (net of allowances of $ 2,881 and $ 1,848 at January 2, 2026 and January 3, 2025, respectively)

190,670 165,827

4 unchanged sentences

Lease right-of-use assets 99,002 104,019

Deferred tax assets, net 44,364 21,297

Deferred tax assets 90,397 46,842

Goodwill 83,575 639,505

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Revolver 150,000 153,000

Term Loans, less current portion 527,775 359,242

Term Loan, less current portion 496,663 527,775

Other liabilities 94,733 93,089

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Stockholders’ equity

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of January 3, 2025 and December 29, 2023

Preferred stock, $ 0.001 par value — 10,000 authorized and no shares issued or outstanding as of January 2, 2026 and January 3, 2025

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

42,692 shares issued and 41,802 outstanding as of January 2, 2026;

42,844 shares issued and 41,954 outstanding as of December 29, 2023

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

Additional paid-in capital 352,239 339,266

Treasury stock, at cost;

890 common shares as of January 3, 2025 and December 29, 2023

890 common shares as of January 2, 2026 and January 3, 2025

( 13,754 ) ( 13,754 )

Accumulated other comprehensive (loss) income (“AOCI”) 224 9,041

Accumulated other comprehensive income (“AOCI”) 832 224

Retained earnings 330,825 875,404

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FOX FACTORY HOLDING CORP.

Consolidated Statements of Income

Consolidated Statements of Operations

(in thousands, except per share data)

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Net sales $ 1,467,321 $ 1,393,921 $ 1,464,178

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Operating expenses:

Goodwill impairment 557,307 — —

General and administrative 151,827 139,857 124,582

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Amortization of purchased intangibles 42,030 44,528 26,509

Intangible and long-lived asset impairment 13,517 — —

Total operating expenses 966,180 365,906 304,721

Income from operations 57,670 160,091 246,697

(Loss) income from operations ( 522,933 ) 57,670 160,091

Interest expense 53,667 54,942 19,320

Other expense, net 1,716 2,108 3,994

Income before income taxes 1,012 138,663 233,764

Other (income) expense, net ( 311 ) 1,716 2,108

(Loss) income before income taxes ( 576,289 ) 1,012 138,663

(Benefit) provision for income taxes ( 31,569 ) ( 5,500 ) 17,817

Net income $ 6,512 $ 120,846 $ 205,278

Net (loss) income $ ( 544,720 ) $ 6,512 $ 120,846

net loss attributable to non-controlling interest ( 141 ) ( 38 ) —

Net income attributable to Fox stockholders $ 6,550 $ 120,846 $ 205,278

Earnings per share:

Net (loss) income attributable to Fox stockholders $ ( 544,579 ) $ 6,550 $ 120,846

(Net loss) earnings per share:

Basic $ ( 13.03 ) $ 0.16 $ 2.86

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FOX FACTORY HOLDING CORP.

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

(in thousands)

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

Net income $ 6,512 $ 120,846 $ 205,278

Other comprehensive income (loss)

January 2, 2026 January 3, 2025 December 29, 2023

Net (loss) income $ ( 544,720 ) $ 6,512 $ 120,846

Other comprehensive (loss) income

Interest rate swap

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Foreign currency translation adjustments 8,242 ( 6,309 ) 1,507

Other comprehensive (loss) income ( 8,817 ) ( 5,741 ) 9,906

Other comprehensive income (loss) 608 ( 8,817 ) ( 5,741 )

Comprehensive (loss) income $ ( 544,112 ) $ ( 2,305 ) $ 115,105

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Stock-based compensation expense — — — — 16,465 — — 16,465 —

Other comprehensive income — — — — — 9,906 — 9,906 —

Purchase and retirement of common stock ( 428 ) — — — ( 18,163 ) — ( 6,837 ) ( 25,000 ) —

Other comprehensive loss — — — — — ( 5,741 ) — ( 5,741 ) —

Net income — — — — — — 120,846 120,846 —

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Purchase and retirement of common stock ( 378 ) — — — ( 16,077 ) — ( 9,232 ) ( 25,309 )

Other comprehensive income (loss) — — — — — ( 5,741 ) — ( 5,741 ) —

Other comprehensive loss — — — — — ( 8,817 ) — ( 8,817 ) —

Net income — — — — — — 6,550 6,550 ( 38 )

Balance - December 29, 2023 42,844 $ 42 890 $ ( 13,754 ) $ 348,346 $ 9,041 $ 878,086 $ 1,221,761 $ —

Balance - January 3, 2025 42,574 $ 42 890 $ ( 13,754 ) $ 339,266 $ 224 $ 875,404 $ 1,201,182 $ ( 38 )

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 118 — — — ( 1,293 ) — — ( 1,293 ) —

Stock-based compensation expense — — — — 14,266 — — 14,266 —

Purchase and retirement of common stock ( 378 ) — — — ( 16,077 ) — ( 9,232 ) ( 25,309 ) —

Other comprehensive income (loss) — — — — — ( 8,817 ) — ( 8,817 ) —

Net income — — — — — — 6,550 6,550 ( 38 )

Other comprehensive income — — — — — 608 — 608 —

Net loss — — — — — — ( 544,579 ) ( 544,579 ) ( 141 )

Balance - January 2, 2026 42,692 $ 42 890 $ ( 13,754 ) $ 352,239 $ 832 $ 330,825 $ 670,184 $ ( 179 )

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For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

OPERATING ACTIVITIES:

Net income $ 6,512 $ 120,846 $ 205,278

Net (loss) income $ ( 544,720 ) $ 6,512 $ 120,846

Adjustments to reconcile net income to net cash provided by operating activities:

Goodwill impairment 557,266 — —

Depreciation and amortization 92,310 83,907 60,095

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Amortization of loan fees 4,839 3,748 905

Write off of unamortized loan origination fees — — 1,927

Amortization of deferred gains on prior swap settlements ( 783 ) ( 4,334 ) ( 4,252 )

Proceeds from (cash paid for) interest rate swap settlements

Proceeds from interest rate swap settlements

4,032 4,026 2,522

Loss (gain) on disposal of property and equipment 341 1,492 ( 1,740 )

Intangible and long-lived asset impairment 13,487 — —

Loss on extinguishment of debt 1,777 — —

Deferred taxes ( 44,835 ) ( 23,310 ) ( 7,867 )

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INVESTING ACTIVITIES:

Purchases of property and equipment ( 33,967 ) ( 44,040 ) ( 46,852 )

Acquisition of businesses, net of cash acquired — ( 25,785 ) ( 701,112 )

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Acquisition of other assets — ( 5,344 ) ( 2,432 )

Purchases of property and equipment ( 44,040 ) ( 46,852 ) ( 43,701 )

Proceeds from sale of property and equipment — — 3,180

Net cash used in investing activities ( 33,967 ) ( 76,287 ) ( 750,396 )

FINANCING ACTIVITIES:

Proceeds from line of credit, net of origination fees 189,000 400,000 602,356

Proceeds from revolver 279,000 189,000 400,000

Payments on revolver ( 282,000 ) ( 406,000 ) ( 230,000 )

Proceeds from issuance of debt 200,000 393,528 —

Proceeds from issuance of debt, net of origination fees 534,615 200,000 393,528

Repayment of term debt ( 567,433 ) ( 19,286 ) ( 20,000 )

Purchase and retirement of common stock — ( 25,000 ) ( 25,000 )

Installment on purchase of non-controlling interest — — ( 2,700 )

Repurchases from stock compensation program, net ( 1,294 ) ( 2,608 ) ( 6,195 )

Deferred debt issuance/modification costs ( 2,897 ) ( 3,434 ) ( 3,354 )

Proceeds from termination of swap agreement — — 12,270

Net cash (used in) provided by financing activities ( 40,009 ) ( 67,328 ) 508,979

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SUPPLEMENTAL CASH FLOW INFORMATION:

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Cash paid during the period for:

Income tax payment (1)

$ 15,181 $ 29,159 $ 44,655

Interest $ 49,518 $ 57,004 $ 21,147

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Capital expenditures included in accounts payable $ 1,202 $ 747 $ 977

(1) Disaggregated income tax paid information is presented in the following table:

For the fiscal years ended

January 2, 2026 January 3, 2025 December 29, 2023

federal $ 2,784 $ 14,031 $ 6,013

state $ 3,591 $ 5,789 $ 4,683

Taiwan $ 8,437 $ 9,469 $ 28,865

Canada 954 ( 2,464 ) 1,495

Germany ( 543 ) 2,177 3,115

Others ( 42 ) 156 484

Total Foreign $ 8,806 $ 9,338 $ 33,959

Total cash paid for income taxes, net of refunds $ 15,181 $ 29,158 $ 44,655

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

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Therefore, the financial results of certain fiscal years and quarters, which will contain 53 and 14 weeks, respectively, will not be exactly comparable to the prior and subsequent fiscal years and quarters, which contain 52 and 13 weeks, respectively.

For the fiscal years 2024, 2023 and 2022, the Company’s fiscal year ended on January 3, 2025, December 29, 2023 and December 30, 2022 and had 53, 52, and 52 weeks, respectively.

For the fiscal years 2025, 2024, and 2023, the Company’s fiscal year ended on January 2, 2026, January 3, 2025, and December 29, 2023 and had 52, 53, and 52 weeks, respectively.

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

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The effects of these translation adjustments are a component of other comprehensive income.

Foreign currency transaction losses of $ 1,811 , $ 1,465 , and $ 3,377 for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively, are included as a component of other income or expense.

Foreign currency transaction gain of $ 2,001 , and losses of $ 1,811 , and $ 1,465 for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively, are included as a component of other income or expense.

Cash and Cash Equivalents - Cash consists of cash maintained in checking or money market accounts.

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Allowance for credit losses:

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Balance, beginning of year $ 1,848 $ 1,158 $ 443

bad debt expense (benefit) 913 907 446

bad debt expense 1,369 913 907

write-offs, net of recoveries ( 336 ) ( 223 ) ( 192 )

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The following customers accounted for 10% or more of the Company’s accounts receivable balance:

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Customer A 11 % 14 %

2 unchanged sentences

The Company depends on a limited number of vendors to supply component parts for its products.

The Company purchased 26 %, 29 %, and 34 % of its product components for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively, from ten vendors.

As of January 3, 2025 and December 29, 2023, amounts due to these vendors represented 21 % and 20 % of accounts payable, respectively.

The Company purchased 30 %, 26 %, and 29 % of its product components for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively, from ten vendors.

As of January 2, 2026 and January 3, 2025, amounts due to these vendors represented 21 % and 21 % of accounts payable, respectively.

Inventories - Inventories are stated at the lower of actual cost (or standard cost which generally approximates actual costs on a first-in first-out basis) or net realizable value.

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Costs incurred during the preliminary project stage and costs for training, data conversion, and maintenance are expensed as incurred.

Impairment of Long-lived Assets - The Company periodically reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the assets, an impairment loss is recorded to write the assets down to their estimated fair values.

Fair value is estimated based on discounted future cash flows.

No impairment charges were recorded during the years ended January 3, 2025, December 29, 2023 and December 30, 2022.

Business Combinations - The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations.

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During the measurement period, the Company records adjustments to provisional amounts recorded for assets acquired and liabilities assumed with the corresponding offset to goodwill.

After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s consolidated statements of income.

After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s consolidated statements of operations.

FOX FACTORY HOLDING CORP.

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(in thousands)

Goodwill and Intangible Assets - Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired.

Goodwill and Indefinite-Lived Intangible Assets - Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired.

On an annual basis, the Company makes a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill.

1 unchanged sentence

otherwise, no further evaluation is necessary.

For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill.

For the quantitative impairment test, the Company compares the fair value of the reporting unit to its carrying value, including goodwill.

The Company determines the fair value of the reporting unit based on a weighting of income and market approaches.

If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed.

The income approach employs a discounted cash flow model, projecting revenue and cash flows over a multi-year period.

These projections are based on management’s estimates, historical performance trends, and industry outlooks.

These cash flows, along with a terminal value, are discounted to their present value using a WACC that reflects a market rate appropriate for each reporting unit.

The market approach employs multiples for public companies that reasonably compare to the reporting units.

If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired and no further testing is performed.

If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit.

Impairments, if any, are charged directly to earnings.

We completed our most recent annual impairment test in the third quarter of 2024 at which time we had three reporting units:

PVG, AAG, and SSG for purposes of assessing goodwill impairment.

The quantitative impairment test indicated that the fair values of our three reporting units - PVG, AAG, and SSG - exceeded their respective carrying values by 44 %, 18 %, and 38 %, respectively.

Additionally, we performed a qualitative analysis at year end and concluded that it was not more likely than not that the fair values of the reporting units were less than the carrying values.

No impairment charges have been incurred to date.

Intangible assets including customer relationships, certain trademarks, and the Company’s core technology, are subject to amortization over their respective useful lives, and are classified in intangibles, net in the accompanying consolidated balance sheet.

These intangibles are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable.

If facts and circumstances indicate that the carrying value might not be recoverable, projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives is compared against their respective carrying amounts.

If an asset is found to be impaired, the impairment charge will be measured as the amount by which the carrying amount of an entity exceeds its fair value.

Additional impairment may be recognized in connection with the write-off of associated deferred tax liabilities that are no longer needed due to the decrease in goodwill.

All impairments, if any, are charged directly to earnings.

In early fiscal year 2025, the Company recognized a non-cash goodwill impairment charge of $ 262,129 within operating expenses, which impacted all reporting units.

The impairment resulted from a triggering event related to adverse changes in U.S.

tariff policies, new and expanded tariffs enacted by the current presidential administration, and resulting sustained decline in our stock price.

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 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.

In the fourth quarter, the Company conducted another quantitative impairment assessment due to a further sustained decrease in our stock price and recorded a non-cash goodwill impairment charge of $ 295,178 within operating expenses.

Refer to Note 7.

Goodwill and Intangible Assets for the goodwill impairment charges by reporting unit.

While the Company believes that the estimates and assumptions used in the impairment test are reasonable, changes in key assumptions, including lower revenue growth, terminal growth rate, or increase in WACC could result in a future goodwill impairment.

As of January 2, 2026, SSG was the only reporting unit with a remaining goodwill balance following the recorded goodwill impairment charges.

Based on the most recent quantitative assessment, and for purposes of this sensitivity analysis assuming a 100% weighting to the income approach, a 1.5% increase in the WACC would result in a full future impairment of SSG’s remaining goodwill.

Certain trademarks and brands are considered to be indefinite life intangibles and are not amortized but are subject to testing for impairment annually.

No impairments of intangible assets were identified in the years ended January 3, 2025, December 29, 2023 and December 30, 2022.

No impairments of indefinite-lived intangible assets were identified in the years ended January 2, 2026, January 3, 2025, and December 29, 2023.

Intangible and Long-lived Assets - Finite-lived intangible assets including customer relationships, certain trademarks, and the Company’s core technology, are subject to amortization over their respective useful lives, and are classified in intangibles, net in the accompanying consolidated balance sheet.

These intangibles and other long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable.

If an asset is found to be impaired, the impairment charge will be measured as the amount by which the carrying amount of the asset exceeds its fair value.

During the fourth quarter of fiscal 2025, due to lower expected cash flows, the Company performed a recoverability test and related quantitative impairment assessment for its finite‑lived intangible assets and other long‑lived assets.

As a result, Intangible asset impairment charges of $ 2,984 and $ 5,020 were recognized within PVG and AAG’s operating expenses, respectively, for the year ended January 2, 2026.

No impairments of intangible assets were identified in the years ended January 3, 2025 and December 29, 2023.

During the year ended January 2, 2026, the Company recorded $ 1,082 and $ 4,431 long-lived asset impairment charges within PVG and AAG’s operating expenses, respectively.

No impairment charges were recorded during the years ended January 3, 2025 and December 29, 2023.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

Self-Insurance - The Company is self-insured for its U.S.

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The Company has third-party insurance coverage to limit exposure for individually significant claims.

The estimates for unpaid claims incurred as of January 3, 2025 and December 29, 2023 are $ 2,031 and $ 2,203 respectively, and are recorded within accrued expenses on the consolidated balance sheets.

The estimates for unpaid claims incurred as of January 2, 2026 and January 3, 2025 are $ 1,782 and $ 2,031 respectively, and are recorded within accrued expenses on the consolidated balance sheets.

Revenue Recognition - Revenues are generated from the sale of performance-defining products and systems to customers worldwide.

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, motorcycles.

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.

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

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Revenues generated from upfit packages generally do not include the vehicle chassis, as the Company is not the principal in this arrangement and the automotive dealer purchases the chassis directly from the OEM.

The Company is required to place a deposit on Stellantis vehicle chassis, however that deposit is refunded when the chassis is sold through to the end customer.

The Company is required to place a deposit recognized as a prepaid asset on Stellantis vehicle chassis, however that deposit is refunded when the chassis is sold through to the end customer.

For other chassis, the Company entered into floor plan financing agreements, in which the Company pays interest expense based on the duration of time the chassis stay on the Company's premises.

Revenues generated from custom upfit packages from our Outside Van subsidiary generally include the vehicle chassis, of which the Company has the risks and rewards of ownership and are recognized over-time as work is performed based on actual costs incurred.

Revenues generated from upfit packages from our Outside Van subsidiary generally include the vehicle chassis, of which the Company has the risks and rewards of ownership.

We elected as a practical expedient to not capitalize the incremental costs to obtain contracts with customers since the amortization period would have been one year or less.

Provisions for discounts, rebates, sales incentives, returns, and other adjustments are generally provided for in the period the related sales are recorded, based on management’s assessment of historical trends and projection of future results.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

Cost of Sales - Cost of sales primarily consists of materials and labor expense in the manufacturing of the Company’s products sold to customers.

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Other significant sales and marketing expenses include commissions paid to outside sales representatives, promotional materials and products, our sales office costs, race support and sponsorships of events and athletes, advertising and promotions related to trade shows, and travel and entertainment.

Advertising - Advertising costs are expensed as incurred and recorded as sales and marketing expenses on our consolidated statements of operations.

Costs incurred for advertising totaled $ 10,524 , $ 10,695 , and $ 6,717 for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively.

Research and Development - Research and development expenses consist primarily of salaries and personnel costs, including wages, employee benefits and related stock-based compensation for the Company’s engineering, research and development teams, occupancy-related expenses, fees for third party consultants, service fees, and expenses for prototype tooling and materials, travel, and supplies.

The Company expenses research and development costs as incurred.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

General and Administrative - General and administrative expenses include costs related to executive, finance, information technology, human resources and administrative personnel, including wages, employee benefits and related stock-based compensation expenses.

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The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.

Advertising - Advertising costs are expensed as incurred and recorded as sales and marketing expenses on our Consolidated Statements of Income.

Costs incurred for advertising totaled $ 10,695 , $ 6,717 , and $ 4,813 for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

Warranties - The Company offers limited warranties on its products generally for one to three years .

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The CODM for the Company is the Chief Executive Officer.

Starting in March 2024, the Chief Executive Officer reviews additional financial information by operating and reportable segment for purposes of allocating resources and evaluating financial performance.

Starting in March 2024, the Chief Executive Officer reviews additional financial information by operating and reportable segments for purposes of allocating resources and evaluating financial performance.

Adjusted EBITDA is utilized by the CODM to evaluate segment profitability and inform strategic decisions regarding investments, cost management, and resource allocation.

On a regular basis, the CODM reviews budget-to-actual variances for adjusted EBITDA to guide capital and personnel distribution.

During the annual budgeting and forecasting process, segment adjusted EBITDA is used by the CODM to measure segment performance and to allocate resources such as employees, financial assets, or capital.

Additionally, adjusted EBITDA is reviewed by the CODM in evaluating the efficiency of cost management strategies within each segment, ensuring that financial and operational resources are optimized and in alignment with the Company's overall strategic objectives.

Reclassifications - We reclassified certain prior period amounts within our consolidated balance sheets, consolidated statements of other comprehensive income, consolidated statements of cash flows, Note 2 - Revenues, and Note 7 - Goodwill and Intangible Assets for the year ended December 30, 2022 to conform to our current year presentation.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

Reclassifications - We reclassified certain prior period amounts within our consolidated balance sheets, consolidated statements of cash flows, and related notes to conform to our current year presentation.

The reclassifications primarily related to:

• Deferred Taxes:

For fiscal year 2024, amounts previously presented on a net basis within deferred tax assets were recast to other liabilities to reflect deferred tax liabilities separately.

The updated presentation is also reflected in Note 15.

Income Taxes.

• Accrued Payroll and Others:

For fiscal year 2024, amounts previously included in accounts payable were recast to accrued expenses to better reflect their nature.

Corresponding changes are reflected in Note 8.

Accrued Expenses , and in the consolidated statement of cash flows.

The reclassifications did not have any impact on net income or other major financial statement line items.

As of December 29, 2023, the Company classified all of its outstanding balance of the Incremental Term A Loan as non-current based on prepaying our required quarterly amortizing principal amounts for all of fiscal 2024.

The prepayment was applied pro-rata to all future quarterly amounts instead.

The Company analyzed the materiality of this accidental misclassification of current and non-current debt using Staff Accounting Bulletin No.

99 and concluded that in light of surrounding circumstances, this item would not have altered the judgement of a reasonable person relying on the Annual Report on Form 10-K.

The current and non-current debt balances as of December 29, 2023 within our consolidated balance sheets in this Annual Report on Form 10-K are recast to reflect the correct classification.

The recast did not have any impact on net income or earnings per share.

Fair Value Measurements and Financial Instruments - The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification 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:

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The carrying amounts of the Company’s revolver and long-term debt, excluding current portion, approximate their fair values because the interest rates vary with the market.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

Certain Significant Risks and Uncertainties - 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, and the Israel-Palestine conflict on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations.

The impact of international geopolitical conflicts, including, among others, continuing tensions between Taiwan and China, 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.

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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.

Non-GAAP Financial Measures - Total adjusted EBITDA presents the sum of the results of our three operating segments and unallocated corporate expenses on a consolidated basis.

We believe that total adjusted EBITDA is an operating performance measure that measures operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies.

In reviewing our corporate operating results, we also believe it is important to review the aggregate consolidated performance of all of our segments on the same basis we review the performance of each of our segments and draw comparisons between periods based on the same measure of consolidated performance.

Management provides this non-GAAP financial measure as a supplemental tool to assist investors in understanding our performance and evaluating our ongoing results of operations.

Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back items that are not part of normal day-to-day operations of our business.

This measure is intended to facilitate period-to-period comparisons by excluding items that management does not view as indicative of the Company’s day-to-day operations.

By presenting adjusted EBITDA, along with reconciliations to the most directly comparable GAAP measure, we aim to support investors’ ability to analyze our results of operations and assess our progress in executing strategic initiatives.

However, total adjusted EBITDA is not a measurement of financial performance under U.S.

GAAP, and our total adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Total adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S.

For example, total adjusted EBITDA:

• does not reflect the Company’s cash expenditures or requirements for capital expenditures or capital commitments;

• does not reflect changes in, or cash requirements for, the Company's working capital needs;

• does not reflect any costs related to the current or future replacement of assets being depreciated or amortized.

We also use total adjusted EBITDA:

• as a measure of operating performance to assist us in comparing our operating performance on a consistent basis because it removes the impact of items not directly resulting from our core operations;

• for planning purposes, including the preparation of our internal annual operating budgets and financial projections;

• to evaluate the performance and effectiveness of our operational strategies;

• as a basis to calculate incentive compensation payments for our key employees.

Please see Note 20 – Segment Information for our definition of adjusted EBITDA.

Under ASC 280, adjusted EBITDA is the 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.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

Recent Accounting Pronouncements - In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted.

The Company adopted this guidance in the first quarter of 2022.

This adoption did not have a material impact on our financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405):

Disclosure of Supplier Finance Program Obligations.

Under ASU 2022-04, the buyer in a supplier finance program is required to disclose sufficient information to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted.

These amendments will be applied retrospectively to each period in which a balance sheet is presented, except for the disclosure of rollforward information, which will be applied prospectively.

The Company adopted the interim disclosure requirements, as applicable, during the first quarter of 2023 and adopted the annual disclosure requirements, except for the annual rollforward, in the Company’s 2023 Annual Report on Form 10-K.

The Company adopted the annual rollforward requirement in our 2024 Annual Report on Form 10-K.

Refer to the “Bailment Pool Arrangements” section within Note 12 - Commitments and Contingencies for further details of this adoption.

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

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

Improvements to Reportable Segment Disclosures.

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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 this Annual Report on Form 10-K for fiscal year 2024 ending January 3, 2025.

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

Refer to Significant Accounting Policies - Segments above and Note 20.

Segment Information for further details.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption is permitted.

The Company is currently evaluating the accounting standard update, but does not expect material impact on its consolidated financial statements and related disclosures.

The Company adopted ASU 2023-09 in this Annual Report on Form 10-K for the fiscal year ending January 2, 2026.

The Company provided enhanced income tax disclosures, including further disaggregation of the effective tax rate reconciliation and separate disclosure of income taxes paid by jurisdiction.

The disclosures include identification of income tax rate drivers and presentation of income taxes paid at the federal, state, and significant foreign jurisdiction levels.

Refer to Note 15.

Income Taxes for further details.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

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The Company is currently evaluating the impact of this accounting standard update 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 ASU and does not expect it to have a material effect on its consolidated financial statements or 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 ASU on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.” The amendments introduce targeted improvements across several areas, including similar‑risk assessments for groups of forecasted transactions, hedging interest payments on choose‑your‑rate debt instruments, and cash flow hedges of nonfinancial forecasted transactions.

The guidance is intended to better align hedge accounting with entities’ risk‑management activities and reduce unintuitive hedge dedesignation events.

The guidance is effective for annual reporting periods, including interim periods within those periods, beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of the ASU and does not expect it to have a material effect on its consolidated financial statements or related disclosures.

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.” The ASU establishes authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities, leveraging principles from IAS 20 and introducing targeted improvements to U.S.

The ASU also modifies certain existing disclosure requirements in ASC 832 to enhance transparency of government assistance.

The guidance is effective for annual periods beginning after December 15, 2028 for public business entities, and one year later for all other entities, with early adoption permitted.

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

In December 2025, the FASB issued ASU 2025‑11, “Interim Reporting (Topic 270):

Narrow‑Scope Improvements.” The amendments clarify that Topic 270 applies to all entities providing interim financial statements under GAAP, consolidate required interim disclosures, introduce a disclosure principle for material post–year‑end events, and refine guidance on the form and content of interim financial statements.

The amendments do not change the nature or scope of existing interim reporting requirements.

The guidance is effective for interim reporting periods within fiscal years beginning after December 15, 2027.

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

FOX FACTORY HOLDING CORP.

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(in thousands)

In the second quarter of fiscal year 2023, the Company realigned its Powered Vehicles Group into the Powered Vehicles Group and the Aftermarket Applications Group to be more aligned with the Company’s end customers and drive additional focus on product development.

The new Powered Vehicles Group is comprised of sales to original equipment off-road and power sports manufacturers and aftermarket businesses that sell shocks directly to dealers and distributors.

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

All prior-period amounts have been recast to conform with the current period presentation.

In December 2025, the FASB issued ASU 2025‑12, “Codification Improvements.” The ASU introduces various technical corrections, clarifications, and minor improvements across a wide range of ASC Topics and are not expected to significantly affect current accounting practice or impose significant costs on most entities.

General transition guidance is provided in ASC 105‑10‑65‑10, with separate transition provisions for the earnings‑per‑share amendments in ASC 260.

The guidance is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years.

The Company is currently evaluating the impact of these updates and does not expect them to have a material impact on its consolidated financial statements and related disclosures.

The following table summarizes total net sales by segment:

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Powered Vehicles Group $ 488,143 $ 461,403 $ 523,862

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For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

OEM $ 642,473 $ 612,679 $ 725,232

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For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

North America $ 1,119,215 $ 1,097,329 $ 1,127,587

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Inventory consisted of the following:

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Raw materials $ 226,341 $ 245,368

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Prepaids and other current assets consisted of the following:

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Prepaid chassis deposits $ 67,203 $ 47,094

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Property, plant and equipment consisted of the following:

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Machinery and manufacturing equipment $ 193,865 $ 177,261

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Total property, plant and equipment, net $ 234,635 $ 246,393

Depreciation expense was $ 39,038 , $ 32,094 , and $ 27,705 for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively, including $ 3,949 , $ 2,916 , and $ 3,787 of internal-use software amortization for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively.

The Company capitalized $ 3,054 , $ 5,254 , and $ 4,683 in internal use computer software costs during the years ended January 3, 2025, December 29, 2023, and December 30, 2022, respectively.

The following table summarizes the allocation of depreciation expense in the accompanying consolidated statements of income:

Depreciation expense was $ 48,123 , $ 39,038 , and $ 32,094 for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively.

The following table summarizes the allocation of depreciation expense in the accompanying consolidated statements of operations:

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Cost of sales $ 24,226 $ 19,153 $ 15,040

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

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

United States $ 196,439 $ 203,937

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The Company has operating lease agreements for administrative, research and development, manufacturing, and sales and marketing facilities.

These leases have remaining lease terms ranging from under one year to twenty years , some of which include options to extend or terminate the leases.

These leases have remaining lease terms ranging from under one year to 19 years, some of which include options to extend or terminate the leases.

The Company considered these options to the extent that they were reasonably certain to be exercised in determining the lease term used to establish its right-of-use assets and lease liabilities.

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The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all of its leases and elected a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the right-of-use assets and lease liabilities.

Our lease right-of-use assets are tested for impairment in accordance with ASC 360.

In the year ended January 2, 2026, the Company recorded $ 4,772 impairment charges on its operating lease right-of-use assets, which is reflected within intangible and long-lived asset impairment in the consolidated statement of operations.

As most of the Company’s leases do not provide an interest rate, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

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For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Operating lease cost $ 22,500 $ 21,467 $ 15,656

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amount Accumulated

amortization Net

amortization Impairment Net

amount Weighted

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Total $ 399,418

December 29, 2023

January 3, 2025

Trademarks and brands, subject to amortization $ 233,728 $ ( 25,172 ) $ — $ 208,556 14

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Total $ 448,865

The following table summarizes the amortization of intangible assets in the accompanying consolidated statements of income:

The following table summarizes the amortization of intangible assets in the accompanying consolidated statements of operations:

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Amortization of intangibles $ 42,030 $ 44,528 $ 26,509

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Balance as of January 3, 2025 $ 94,063 $ 258,243 $ 287,199 $ 639,505

Impairment losses ( 95,328 ) ( 258,243 ) ( 203,695 ) ( 557,266 )

Purchase price adjustments (Refer to Note 18.

Acquisitions )

1,252 — — 1,252

Currency translation and other adjustments 13 — 71 84

Balance as of January 2, 2026 $ — $ — $ 83,575 $ 83,575

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

Accrued Expenses

Accrued expenses consisted of the following:

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Payroll and related expenses $ 32,743 $ 24,402

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For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Beginning warranty liability $ 21,593 $ 20,001 $ 17,071

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Ending warranty liability $ 15,173 $ 21,593 $ 20,001

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

Related Party Transactions

On July 22, 2020, the Company, pursuant to a stock purchase agreement with Flagship, Inc., purchased the remaining 20 % interest of FF US Holding Corp.

for $ 24,975 payable in a combination of stock and cash.

The cash and stock portions were settled in quarterly installments through July 2022.

Refer to Note 12.

Commitments and Contingent Liabilities for additional details of this agreement.

On March 3, 2023, the Company acquired all of the outstanding equity interest of Custom Wheel House.

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Rent expense under these leases was $ 371 and $ 600 for the years ended January 3, 2025 and December 29, 2023, respectively.

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”), and concurrently repaid in full and terminated the Prior 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 .

On April 5, 2022, the Company borrowed $ 475,000 under the 2022 Credit Facility, which was used to repay all outstanding amounts owed under a prior credit facility and for general corporate purposes.

Future advances under the 2022 Credit Facility will be used to finance working capital, capital expenditures and other general corporate purposes of the Company.

To the extent not previously paid, all then-outstanding amounts under the 2022 Credit Facility are due and payable on the maturity date.

The Company paid $ 1,980 in debt issuance costs in connection with the 2022 Credit Facility, which were allocated to revolver and amortized on a straight-line basis over the term of the facility.

Additionally, the Company had $ 4,473 of remaining unamortized debt issuance costs related to the Prior Credit Facility, of which $ 2,546 were carried forward to the 2022 Credit Facility.

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 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 administrative agent 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 Amendment amending the 2022 Credit Facility.

The Amendment provided the Company with the Incremental Term A Loan in an amount of $ 400,000 and the Delayed Draw Term Loan in an amount of $ 200,000 , each of which are permitted under the 2022 Credit Facility, subject to satisfaction of certain conditions.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

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

The First Amendment provided the Company with the Incremental Term A Loan in an amount of $ 400,000 and the Delayed Draw Term Loan in an amount of $ 200,000 , 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.

The Delayed Draw Term Loan is available to the Company for up to six months commencing on December 6, 2023, until the earlier of (a) May 14, 2024 and (b) the date on which the Delayed Draw Term commitments have been terminated.

Each of the Incremental Term Loans is subject to quarterly amortization payments of principal at a rate of 5.00 % per annum.

The Delayed Draw Term Loan was available to the Company for up to six months commencing on December 6, 2023, until the earlier of (a) May 14, 2024 and (b) the date on which the Delayed Draw Term commitments have been terminated.

Each Incremental Term Loan is subject to quarterly amortization payments of principal at a rate of 5.00 % per annum.

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 of the Incremental Term Loans 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 Incremental Term A Loan and $ 3,354 were allocated to the Delayed Draw Term Loan.

Loan fees allocated to the Incremental Term A Loan are amortized using the interest method over the term of the 2022 Credit Facility.

Loan fees allocated to the Incremental Term A Loan are amortized using the interest method over the term of the Credit Agreement.

Loan fees allocated to the Delayed Draw Term Loan were deferred as an asset until the debt was drawn.

On May 13, 2024, the Company borrowed the full amount of $ 200,000 of the Delayed Draw Term Loan.

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 Credit Agreement, 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 Credit Agreement.

Amended Credit Agreement

On October 24, 2025, the Company entered into 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, and a group of lenders party thereto.

The Fifth Amendment amends the Credit Agreement, dated as of April 5, 2022, 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) the Term Loan in the aggregate outstanding amount of $ 537,500 , which will be repaid by the Company in quarterly installments in the amount of $ 6,719 , (ii) the Revolving Credit Facility 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 , 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.

The Company paid $ 6,012 in debt issuance costs in connection with the Fifth Amendment, of which $ 5,782 were allocated between the Term Loan and the Revolving Credit Facility to be amortized over the term of the Amended Credit Agreement.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

On May 13, 2024, the Company borrowed the full amount of $ 200,000 of the Delayed Draw Term Loan.

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.

Additionally, the Company had $ 8,090 of remaining unamortized debt issuance costs related to the Credit Agreement, of which $ 6,313 were carried forward to the Amended Credit Agreement and $ 1,777 were written off as a loss on debt extinguishment.

Debt issuance costs related to the Term Loan are presented as a direct deduction from the carrying amount of long-term debt on the consolidated balance sheet and are amortized using the effective interest method over the term of the Term Loan.

Debt issuance costs related to the Revolving Credit Facility are presented in other non-current assets and are amortized on a straight-line basis over the term of the Revolving Credit Facility.

The Amended 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 January 2, 2026.

At January 2, 2026, the one-month SOFR and three-month SOFR rates were 3.78 % and 4.00 %, respectively.

At January 2, 2026, our weighted-average interest rate on outstanding borrowing was 6.05 %.

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 January 3, 2025.

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

January 3, 2025 December 29, 2023

The following table summarizes the revolver under the Amended Credit Agreement:

January 2, 2026 January 3, 2025

Amount outstanding $ 150,000 $ 153,000

2 unchanged sentences

Total borrowing capacity $ 500,000 $ 650,000

Maturity date April 5, 2027 April 5, 2027

Maturity date October 24, 2030 April 5, 2027

As of January 2, 2026, future principal payments for term loan debt, including the current portion, as summarized as follows:

16 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 January 3, 2025 and December 29, 2023, the Company had the following interest rate swap contracts:

January 3, 2025 December 29, 2023

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

As of January 2, 2026 and January 3, 2025, the Company had the following interest rate swap contracts:

January 2, 2026 January 3, 2025

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

September 2, 2020 June 11, 2021 $ 200,000 $ — $ 16

4 unchanged sentences

September 20, 2024 September 21, 2029 $ 100,000 ( 86 ) 2,219

December 26, 2025 December 22, 2028 $ 100,000 ( 269 ) N/A

Total $ 306 $ 6,468

1 unchanged sentence

On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into a new interest rate swap agreement with a notional amount of $ 100,000 with an effective date of April 5, 2022.

The terminated 2020 and 2021 Swap Agreements resulted in unrealized gains of $ 324 and $ 12,270 , respectively, at the termination dates that will continue to be accounted for in accumulated other comprehensive income and amortized into earnings over the term of the associated debt instrument.

The remaining unrealized gains from the terminated agreements as of January 3, 2025 will be fully amortized during the first quarter of fiscal year 2025.

On August 26, 2024, the Company entered into new interest rate swap agreements with an aggregate notional amount of $ 400,000 .

The terminated 2020 and 2021 Swap Agreements resulted in unrealized gains of $ 324 and $ 12,270 , respectively, at the termination dates that continued to be accounted for in accumulated other comprehensive income and amortized into earnings over the term of the associated debt instrument.

The remaining unrealized gains from the terminated agreements were fully amortized as of April 4, 2025.

On August 26, 2024, the Company entered into new interest rate swap agreements with an aggregate notional amount of $ 400,000 , one of which matured on December 26, 2025.

On December 16, 2025, the Company entered into a new three-year interest rate swap agreement, effective December 26, 2025, with a notional amount of $ 100,000 .

The interest rate swaps are indexed to a three-month Term SOFR as defined in the agreements.

The interest rate swaps met the criteria as cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”), and are recorded to other assets or other liabilities on the condensed consolidated balance sheets.

The interest rate swaps met the criteria as cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”), and are recorded to other assets or other liabilities on the consolidated balance sheets.

Refer to Note 16.

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 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 years ended January 3, 2025, December 29, 2023, and December 30, 2022 were gains of $ 6,418 , and $ 830 , and a gain of $ 13,775 , respectively.

The reclassifications of gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the years ended January 3, 2025, December 29, 2023 and December 30, 2022 were $ 8,460 , $ 6,775 and $ 3,177 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during the years ended January 3, 2025, December 29, 2023 and December 30, 2022 were losses of $ 466 , $ 1,303 , and a gain of $ 4,226 , respectively.

Over the next 12 months, the Company estimates that $ 5,285 will be reclassified as a decrease to interest expense related to the interest rate swap contracts.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the years ended January 2, 2026, January 3, 2025, and December 29, 2023 were a loss of $ 1,406 , and gains of $ 6,418 , and $ 830 , respectively.

The reclassifications of gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the years ended January 2, 2026, January 3, 2025, and December 29, 2023 were $ 4,757 , $ 8,640 , and $ 6,775 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during the years ended January 2, 2026, January 3, 2025, and December 29, 2023 were losses of $ 1,471 , $ 466 , and $ 1,303 , respectively.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

Over the next 12 months, the Company estimates that $ 306 will be reclassified as a decrease to interest expense related to the interest rate swap contracts.

Commitments and Contingent Liabilities

5 unchanged sentences

On February 20, 2024, a complaint alleging violations of federal securities laws and seeking certification as a class action was filed against the Company and certain of its current and former officers in the United States District Court for the Northern District of Georgia in Atlanta.

On August 16, 2024, the plaintiff filed an amended complaint that purports to seek damages on behalf of a putative class of persons who purchased the Company’s common stock between May 6, 2021 and November 2, 2023.

The amended complaint asserts claims under Sections 10(b) and 20 of the Securities Exchange Act and alleges that the Company and certain current and former officers made material misstatements and omissions to investors regarding demand for the Company’s products and its inventory levels.

The amended complaint generally seeks monetary damages, interest, attorneys’ fees, and other costs.

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

On October 15, 2024, the defendants filed a motion to dismiss the amended complaint.

Plaintiff filed his opposition on December 13, 2024, and defendants filed their reply on January 13, 2025.

The motion is fully briefed and the parties await the court’s ruling.

On August 16, 2024, the plaintiff filed an amended complaint that purported to seek damages on behalf of a putative class of persons who purchased the Company’s common stock between May 6, 2021 and November 2, 2023.

The amended complaint asserted claims under Sections 10(b) and 20 of the Securities Exchange Act and alleged that the Company and certain current and former officers made material misstatements and omissions to investors regarding demand for the Company’s products and its inventory levels.

The amended complaint generally sought money damages, interest, attorneys’ fees, and other costs.

On October 15, 2024, the defendants filed a motion to dismiss the amended complaint, which plaintiff opposed.

On March 13, 2025, the Court dismissed the amended complaint but granted plaintiff leave to file a second amended complaint.

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, following which the defendants filed their reply on August 11, 2025.

On February 10, 2026, the Court issued its opinion and order dismissing with prejudice the second amended complaint for failing to state a claim.

Judgment was entered on February 12, 2026.

If plaintiff chooses to appeal, it must file a notice of appeal on or before March 16, 2026.

On October 9, 2024, and October 29, 2024, two stockholder derivative complaints were filed in the United States District Court for the Northern District of Georgia against certain of the Company’s officers and its directors, with the Company named as a nominal defendant.

1 unchanged sentence

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 stayed these cases pending a final, non-appealable 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.

Bailment Pool Arrangements - The Company has relationships with several OEM partners, including General Motors (“GM”), Ford Motor Company (“Ford”), and Stellantis to obtain truck chassis.

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.

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.

Bailment, which is the non-ownership transfer of the chassis from GM and Ford to the Company, ends when the vehicle is sold to an authorized dealer, or upon authorized return of the vehicle to the manufacturer.

The Company does not pay a cash deposit to obtain GM and Ford chassis, and accordingly it does not recognize an asset or a liability related to these chassis.

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

At January 3, 2025 and December 29, 2023, the Company utilized $ 36,008 and $ 9,036 out of a maximum of $ 36,100 and $ 49,400 of Ford allocation of chassis, respectively, and $ 10,857 and $ 11,362 , respectively, out of a maximum of $ 49,500 and $ 100,000 GM allocation of chassis.

The Company incurred $ 1,271 and $ 4,760 of interest expense related to chassis on hand during the years ended January 3, 2025 and December 29, 2023, respectively.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

The following table sets forth a rollforward of GM and Ford chassis utilization for the year ended January 3, 2025:

January 3, 2025

Bailment Pool Arrangements - The Company has relationships with several OEM partners, including General Motors (“GM”), Ford Motor Company (“Ford”), and Stellantis to obtain truck chassis.

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 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 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.

The Company does not pay a cash deposit to obtain GM and Ford chassis, and accordingly it does not recognize an asset or a liability related to these chassis.

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

At January 2, 2026 and January 3, 2025, the Company utilized $ 9,566 and $ 36,008 out of a maximum of $ 38,300 and $ 36,100 of Ford allocation of chassis, respectively, and $ 11,152 and $ 10,857 , respectively, out of a maximum of $ 49,500 and $ 49,500 GM allocation of chassis.

The Company incurred $ 3,641 and $ 1,271 of interest expense related to chassis on hand during the years ended January 2, 2026 and January 3, 2025, respectively.

The following table sets forth a rollforward of GM and Ford chassis utilization:

For the fiscal years ended

January 2, 2026 January 3, 2025

Beginning balance:

4 unchanged sentences

Supplier financed chassis $ 20,718 $ 46,865

Other Commitments - On November 30, 2017, the Company through FF US Holding Corp., acquired the assets of Flagship, Inc.

d/b/a Tuscany (“Tuscany”) and issued a 20 % interest in FF US Holding Corp.

to Flagship, Inc.

A stockholders' agreement with Flagship, Inc.

provided the Company with a call option (the “Call Option”) to acquire the remaining 20 % of FF US Holding Corp.

at any time from November 30, 2019 through November 30, 2024 at a value that approximates fair market value.

On July 22, 2020, the Company exercised the Call Option and, pursuant to a stock purchase agreement with Flagship, Inc., the Company purchased the remaining 20 % interest for $ 24,975 payable in a combination of stock and cash.

The cash portion was settled in quarterly installment payments beginning in July 2020 through July 2022, which amounted to $ 6,556 , $ 4,550 and $ 2,700 in 2020, 2021 and 2022, respectively.

The Company had no remaining liability as of December 30, 2022.

The stock portion of 136 shares were released from escrow on a quarterly basis starting January 2021 through July 2022.

The Company released 58 shares during the years ended December 30, 2022.

The Company had no remaining shares to be released as of December 30, 2022.

The exercise of the Call Option effectively canceled the put option held by Flagship, Inc.

FOX FACTORY HOLDING CORP.

4 unchanged sentences

Share Repurchase Plan

During the fiscal years ended January 3, 2025 and December 29, 2023, the Company repurchased approximately 378 and 428 shares for $ 25,000 and $ 25,000 , at an average price of $ 66.03 and $ 58.44 , respectively.

There were no repurchases of common stock during the fiscal year ended January 2, 2026.

During the fiscal year January 3, 2025, the Company repurchased approximately 378 shares for $ 25,000 , at an average price of $ 66.03 .

All repurchased shares were immediately retired.

The aggregate cost of share repurchases and average price paid per share exclude 1% excise tax on share repurchases imposed as part of the Inflation Reduction Act of 2022.

Common stock was reduced by the number of shares retired at $ 0.001 par value per shares.

Common stock was reduced by the number of shares retired at $ 0.001 par value per share.

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

Equity Incentive Plans

The Company has outstanding awards under the following equity incentive plans:

the 2008 Stock Option Plan (the “2008 Plan”), the 2008 Non-Statutory Stock Option Plan (the “2008 Non-Statutory Plan”) and the 2013 Omnibus Plan (the “2013 Plan”).

On February 23, 2022, the Board of Directors, upon recommendation of the Compensation Committee approved the 2022 Omnibus Plan (the “2022 Plan”), which replaced the 2013 Plan.

All remaining available shares under the 2013 Plan were rolled into the 2022 Plan and made available for issuance.

No further awards will be granted pursuant to the 2008 Plan or the 2008 Non-Statutory Plan.

Equity Incentive Plan

The Company has outstanding awards under 2022 Omnibus Plan (the “2022 Plan”).

Under the 2022 Plan, the Company has the ability to issue incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance units and/or performance shares.

The equity incentive plans are administered by the Compensation Committee of the Board of Directors of the Company, which has the authority to determine the type of incentive award, as well as the terms and conditions of the awards.

Options granted under the plans have vesting periods ranging from one to ten years and expire no later than ten years from the date of grant.

As of January 3, 2025, there were no outstanding options remaining.

The 2022 Plan is administered by the Compensation Committee of the Board of Directors of the Company, which has the authority to determine the type of incentive award, as well as the terms and conditions of the awards.

Options granted under the 2022 Plan have vesting periods ranging from one to 10 years and expire no later than 10 years from the date of grant.

As of January 2, 2026, there were no outstanding options.

RSUs generally vest over a three to four-year period with equal annual installments beginning at the end of one year and the remaining vesting annually thereafter.

3 unchanged sentences

Stock-Based Compensation

Compensation expense related to the Company’s share-based awards for the fiscal years ended January 3, 2025, December 29, 2023, and December 30, 2022 was $ 9,606 , $ 16,465 , and $ 16,351 , respectively, all of which related to RSUs and performance share units (“PSUs”).

No compensation expense related to stock options was incurred during the fiscal years ended January 3, 2025, December 29, 2023, and December 30, 2022.

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

Compensation expense related to the Company’s share-based awards for the fiscal years ended January 2, 2026, January 3, 2025, and December 29, 2023 was $ 14,266 , $ 9,606 , and $ 16,465 , respectively, all of which related to RSUs and performance share units (“PSUs”).

No compensation expense related to stock options was incurred during the fiscal years ended January 2, 2026, January 3, 2025, and December 29, 2023.

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

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Cost of sales $ 1,122 $ 1,124 $ 1,179

General and administrative 10,186 5,981 12,610

Sales and marketing 1,509 1,303 1,501

Research and development 1,449 1,198 1,175

General and administrative 5,981 12,610 13,524

Total $ 14,266 $ 9,606 $ 16,465

Stock-based compensation expense capitalized to inventory was not material for the years ended January 3, 2025, December 29, 2023 and December 30, 2022.

Stock-based compensation expense capitalized to inventory was not material for the years ended January 2, 2026, January 3, 2025, and December 29, 2023.

FOX FACTORY HOLDING CORP.

18 unchanged sentences

Vested ( 137 ) $ 94.76

Unvested at December 29, 2023 247 $ 100.21

Unvested at January 3, 2025 400 $ 59.88

Granted 572 $ 25.87

2 unchanged sentences

Unvested at January 2, 2026 746 $ 33.95

The fair value of vested RSUs was $ 5,837 , $ 15,516 and $ 15,140 for the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively.

The fair value of vested RSUs was $ 3,901 , $ 5,837 , and $ 15,516 for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively.

As of January 2, 2026, the Company had approximately $ 15,721 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 1.75 years.

19 unchanged sentences

Vested ( 30 ) $ 118.09

Unvested at December 29, 2023 70 $ 116.54

Unvested at January 3, 2025 246 $ 57.00

Granted 262 $ 26.14

6 unchanged sentences

Stock Options

The following table summarizes stock option activity:

Number of shares outstanding Weighted-average exercise price Weighted-average remaining contractual life (years) Aggregate intrinsic value

Balance at December 31, 2021 33 $ 5.16 2 $ 5,389

Options exercised ( 33 ) $ 5.16 $ 2,470

Balance at December 30, 2022 — $ — 0 $ —

Options exercised — $ — $ —

Balance at December 29, 2023 — $ — 0 $ —

Options exercised — $ — $ —

Balance at January 3, 2025 — $ — 0 $ —

Options vested and expected to vest - January 3, 2025 — $ — 0 $ —

Options exercisable - January 3, 2025 — $ — 0 $ —

Aggregate intrinsic value represents the difference between the closing price of the Company’s common stock on NASDAQ and the exercise price of outstanding, in-the-money options.

As of December 30, 2022, stock-based compensation expense related to stock options has been fully recognized.

During the year ended December 30, 2022, 33 shares of common stock, were issued due to the exercise of stock options, resulting in proceeds to the Company of approximately $ 169 .

There was no stock option activity during the years ended January 2, 2026, January 3, 2025, and December 29, 2023.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands, except per share data)

Earnings Per Share

Basic earnings per share (“EPS”) amounts are computed by dividing net income attributable to Fox stockholders for the period by the weighted average number of common shares outstanding during the period.

Diluted EPS amounts are computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.

(Net Loss) Earnings Per Share

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

Diluted earnings per share amounts are computed by dividing net (loss) income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.

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

When the Company incurs a net loss for a period, all potential common shares are considered anti-dilutive in accordance with ASC 260.

Accordingly, diluted net loss per share is the same as basic net loss per share for such periods, and the impact of stock-based awards and other potentially dilutive securities is excluded from the computation of diluted net loss per share.

The Company excluded 271 , 127 , and 12 shares from the calculation of diluted earnings per share for the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively, as these shares would have been antidilutive.

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

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

Net income attributable to FOX stockholders $ 6,550 $ 120,846 $ 205,278

January 2, 2026 January 3, 2025 December 29, 2023

Net (loss) income attributable to FOX stockholders $ ( 544,579 ) $ 6,550 $ 120,846

Weighted average shares used to compute basic earnings per share 41,783 41,681 42,305

1 unchanged sentence

Weighted average shares used to compute diluted earnings per share 41,783 41,717 42,432

Earnings per share:

(Net loss) earnings per share:

Basic $ ( 13.03 ) $ 0.16 $ 2.86

Diluted $ ( 13.03 ) $ 0.16 $ 2.85

The Company excluded 127 , 12 , and 20 shares from the calculation of diluted earnings per share for the years ended January 3, 2025, December 29, 2023, and December 30, 2022, respectively, as these shares would have been antidilutive.

FOX FACTORY HOLDING CORP.

5 unchanged sentences

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Federal $ 7,483 $ 9,464 $ 14,427

9 unchanged sentences

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

United States $ ( 595,930 ) $ ( 13,351 ) $ 114,128

7 unchanged sentences

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

Tax at federal statutory rate 21.0 % 21.0 % 21.0 %

Research and development tax credit ( 645.2 ) ( 3.8 ) ( 2.9 )

Foreign derived income benefit ( 263.8 ) ( 4.4 ) ( 6.6 )

Adjustments with respect to prior periods ( 243.5 ) — —

January 2, 2026 January 3, 2025 December 29, 2023

US Federal Statutory Income Tax Rate $ ( 121,020 ) 21.0 % $ 213 21.0 % $ 29,120 21 %

Domestic Federal:

Research and Development Credit ( 1,201 ) 0.2 ( 6,530 ) ( 645.2 ) ( 5,296 ) ( 3.8 )

Foreign Tax Credit ( 2,341 ) 0.4 ( 8,322 ) ( 822.3 ) ( 12,753 ) ( 9.2 )

Nontaxable or Nondeductible Items

Goodwill Impairment 90,471 ( 15.7 ) — 0.0 — 0.0

Stock-based Compensation 1,289 ( 0.2 ) 1,981 195.7 419 0.3

GILTI 126.2 0.7 0.4

State taxes, net of federal benefit 120.6 0.8 0.6

Valuation allowance on DTAs 111.5 0.3 ( 3.8 )

Meals and Entertainment Expense 188 0.0 175 17.3 235 0.2

Executive Compensation Deduction Limitation 175 0.0 205 20.2 822 0.6

Federal return to provision 15.8 ( 2.2 ) 1.0

Change in liability for unrecognized tax benefits ( 1.4 ) 0.7 —

Foreign withholding taxes, net of foreign tax credits — — 1.1

Fines and Penalties Expense — 0.0 16 1.6 3 0.0

Cross-Border tax laws

Global intangible low-taxed income 2,100 ( 0.4 ) 1,277 126.2 103 0.1

Foreign-derived intangible income ( 820 ) 0.1 ( 2,670 ) ( 263.8 ) ( 6,064 ) ( 4.4 )

Amended Return — 0.0 1,483 146.6 ( 1,035 ) ( 0.7 )

Return to Provision 67 0.0 ( 1,546 ) ( 152.7 ) 1,469 1.1

Deferred True Up ( 1,449 ) 0.3 ( 2,465 ) ( 243.5 ) 995 0.7

Other 296 ( 0.1 ) 71 7.0 ( 283 ) ( 0.4 )

Effective tax rate ( 543.5 ) % 12.8 % 12.2 %

Domestic state and local income taxes, net of federal effect ( 6,159 ) 1.1 1,221 120.6 1,076 0.8

Domestic changes in valuation allowance 2,272 ( 0.4 ) 573 56.6 — 0.0

Foreign Tax Effects

Statutory income tax rate differential ( 10 ) 0.0 178 17.6 130 0.1

Non-Deductible Stock Compensation Expense ( 176 ) 0.0 ( 137 ) ( 13.6 ) ( 106 ) ( 0.1 )

SR&ED Credit Adjustment ( 37 ) 0.0 ( 13 ) ( 1.3 ) 9 0.0

Other 12 0.0 4 0.4 203 0.1

Statutory income tax rate differential ( 211 ) 0.0 221 21.8 45 0.0

Other 263 0.0 — 0.0 — 0.0

Changes in Valuation Allowance 34 45 4.4 ( 141 ) ( 0.1 )

Other ( 12 ) 0.0 — 0.0 1 0.0

Statutory income tax rate differential ( 3 ) 0.0 ( 21 ) ( 2.1 ) ( 1 ) 0.0

Other 163 0.0 — 0.0 — 0.0

Changes in Valuation Allowance ( 103 ) 0.0 98 9.7 — 0.0

Foreign NOLs 103 0.0 62 6.2 — 0.0

Other ( 3 ) 0.0 2 0.2 1 0.0

Statutory income tax rate differential ( 236 ) 0.0 ( 141 ) ( 13.9 ) ( 227 ) ( 0.2 )

Witholding taxes 7,798 ( 1.4 ) 7,412 732.3 7,753 5.6

Other 11 0.0 1 0.1 ( 4 ) 0.0

United Kingdom

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

Statutory income tax rate differential 3 0.0 ( 41 ) ( 4.1 ) ( 36 ) 0.0

Foreign NOLs 19 0.0 ( 25 ) 0.0 ( 50 ) 0.0

Changes in Valuation Allowance ( 1,527 ) 0.3 413 0.4 387 0.0

Foreign Branch —

Statutory income tax rate differential ( 1,425 ) 0.2 774 0.8 24 0.0

Other foreign jurisdictions ( 322 ) 0.1 1 0.0 72 0.0

Worldwide changes in unrecognized tax benefits 222 0.0 ( 15 ) 0.0 946 0.0

Effective tax rate $ ( 31,569 ) 5.5 % $ ( 5,500 ) ( 543.5 ) % $ 17,817 12.8 %

Deferred Income Taxes

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

Deferred tax assets:

8 unchanged sentences

Interest rate swap 2,473 1,544

Stock-based compensation 72 —

Other 2,308 2,441

11 unchanged sentences

As of January 2, 2026, the Company assessed the realizability of deferred tax assets and evaluated the need for a valuation allowance for deferred tax assets for each jurisdiction based on the framework of ASC 740.

For the year ended January 3, 2025, the valuation allowance increased by $ 1,092 due to a taxable loss at the Company’s UK Thailand and Sweden subsidiaries.

For the year ended January 2, 2026, the valuation allowance increased by $ 1,142 , primarily due to the establishment of a valuation allowance on branch foreign tax credits, partially offset by the release of U.K.

net operating loss carryforward.

It is reasonably possible that the company could record a material adjustment to the valuation allowance in the next twelve months related to the carrying value of foreign tax credits.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 2, 2026

(in thousands)

Unrecognized Tax Benefits

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Balance - beginning of period $ 29 $ 1,274 $ 119

17 unchanged sentences

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

January 3, 2025 December 29, 2023

January 2, 2026 January 3, 2025

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

2 unchanged sentences

Total assets measured at fair value $ 4,693 $ 1,068 $ — $ 5,761 $ 4,394 $ 5,685 $ — $ 10,079

Interest Rate Swaps $ — $ 762 $ — $ 762 $ — $ — $ — $ —

Incremental Term Loans — 530,781 — 530,781 — 560,714 — 560,714

Deferred Compensation Plan Liabilities 4,675 — — 4,675 4,300 — — 4,300

Revolver — 150,000 — 150,000 — 153,000 — 153,000

Total liabilities measured at fair value $ 4,675 $ 681,543 $ — $ 686,218 $ 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 years ended January 3, 2025, and December 29, 2023.

As of January 3, 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.

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

There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the years ended January 2, 2026, and January 3, 2025.

As of January 2, 2026, the carrying amount of the principal under the Company’s Amended Credit Agreement - Term Loan 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.

Refer to Note 11.

Derivatives and Hedging for additional details of the agreements.

In accordance with ASC 815, interest rate swap contracts are recognized as assets or liabilities on the condensed consolidated balance sheets and are measured at fair values.

In accordance with ASC 815, interest rate swap contracts are recognized as assets or liabilities on the consolidated balance sheets and are measured at fair values.

The fair values were estimated based on expected cash flows over the life of the swaps.

2 unchanged sentences

The investments are recorded as cash and cash equivalents at their quoted market price.

The corresponding deferred compensation plan liabilities are recorded at fair value based on the quoted market price of the underlying investments and are included in accrued expenses on the consolidated balance sheets.

FOX FACTORY HOLDING CORP.

5 unchanged sentences

Participants may make voluntary contributions to the 401(k) plan, limited by certain IRS restrictions.

The Company made matching contributions of $ 3,687 , $ 3,873 , and $ 3,649 for each of the years ended January 3, 2025, December 29, 2023 and December 30, 2022, respectively.

The Company made matching contributions of $ 6,490 , $ 3,687 , and $ 3,873 for each of the years ended January 2, 2026, January 3, 2025, and December 29, 2023, respectively.

Acquisition of Custom Wheel House

3 unchanged sentences

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

This acquisition was financed through the Company’s existing 2022 Credit Facility.

This acquisition was financed through the Company’s existing Amended Credit Agreement.

The acquisition was closed on March 3, 2023 and accounted for as a business combination.

The purchase price of Custom Wheel House is allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of March 3, 2023 with the excess purchase price allocated to goodwill.

During the year ended January 3, 2025, the Company recorded an increase of $ 1,608 to net assets and a decrease of the same amount to goodwill.

The weighted average amortization period of the total acquired intangible assets was 11 years.

9 unchanged sentences

The Company incurred $ 1,001 of transaction costs related to the acquisition of Custom Wheel House during the year ended December 29, 2023.

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

The results of operations for Custom Wheel House have been included in the Company's consolidated statements of income since the closing date of the acquisition on March 3, 2023.

The total revenue and pre-tax income for the year ended January 3, 2025 amounted to $ 75,769 and $ 8,163 , respectively.

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

The results of operations for Custom Wheel House have been included in the Company's consolidated statements of operations since the closing date of the acquisition on March 3, 2023.

The total revenue and pre-tax loss for the year ended December 29, 2023 amounted to $ 65,558 and $ 1,630 , respectively.

11 unchanged sentences

The purchase price of Marucci is allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of November 14, 2023 with the excess purchase price allocated to goodwill.

During the year ended January 3, 2025, the Company updated the purchase price allocation and recorded adjustments to net assets of $ 713 and goodwill of $ 670 .

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition:

23 unchanged sentences

The gross contractual accounts receivable acquired in the acquisition was $ 32,455 , of which $ 1,187 was not expected to be collected.

The Company incurred $ 3,798 of acquisition costs in conjunction with the Marucci acquisition, of which $ 672 were incurred during the year ended January 3, 2025.

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

Additional debt issuance costs of $ 6,709 were incurred in association with financing the transaction and will be amortized over the term of the Incremental Term Loan A.

Refer to Note 10 - Debt for further details.

The values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value.

The goodwill of $ 244,120 reflects the strategic fit of Marucci with the

The Company incurred $ 3,798 of acquisition costs in conjunction with the Marucci acquisition.

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

Additional debt issuance costs of $ 6,709 were incurred in association with financing the transaction.

Refer to Note 10.

Debt for further details.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

Company’s operations.

The values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value.

The goodwill of $ 244,120 reflects the strategic fit of Marucci with the Company’s operations.

The weighted average amortization period of the total acquired intangible assets was 16 years.

3 unchanged sentences

Marucci previously purchased intangibles in asset acquisitions with a remaining net tax basis approximating $ 57,735 , which the Company may deduct for income tax purposes.

The results of operations for Marucci have been included in the Company's consolidated statements of income since the closing date of the acquisition on November 14, 2023.

The results of operations for Marucci have been included in the Company's consolidated statements of operations since the closing date of the acquisition on November 14, 2023.

The total revenue and pre-tax income for the year ended January 3, 2025 amounted to $ 192,372 and $ 9,989 , respectively.

6 unchanged sentences

This transaction was accounted for as a business combination.

The purchase price of Marzocchi is preliminary 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.

The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition:

The purchase price of Marzocchi is 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 year ended January 2, 2026, 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, $ 413 to other liabilities, and $ 1,138 to goodwill.

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition:

Acquisition consideration

8 unchanged sentences

Customer and distributor relationships 2,000

Core technologies 12

Goodwill 4,613

11 unchanged sentences

(in thousands)

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 $ 1,476 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 999 were incurred during the year ended January 3, 2025.

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

The gross contractual accounts receivable acquired in the acquisition was $ 5,648 , all of which had been collected as of January 2, 2026.

The Company incurred $ 2,004 of acquisition costs in conjunction with the Marzocchi acquisition, of which $ 528 were incurred during the years ended January 2, 2026.

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

The values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value.

3 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.

FOX FACTORY HOLDING CORP.

Notes to Consolidated Financial Statements - Continued

January 3, 2025

(in thousands)

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 and pre-tax loss for the year ended January 2, 2026 amounted to $ 40,600 and $ 9,619 , respectively.

Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

Balance as of December 29, 2023

$ 10,522 $ ( 1,481 ) $ 9,041

Change in interest rate swaps fair value 6,418 — 6,418

2 unchanged sentences

Foreign currency translation adjustments — ( 6,309 ) ( 6,309 )

Balance as of December 29, 2023 10,522 ( 1,481 ) 9,041

Balance as of January 3, 2025

$ 8,014 $ ( 7,790 ) $ 224

Change in interest rate swaps fair value ( 1,406 ) — ( 1,406 )

3 unchanged sentences

Balance as of January 2, 2026

$ 380 $ 452 $ 832

FOX FACTORY HOLDING CORP.

15 unchanged sentences

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 8 plants and 11 distribution facilities (9 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.

1 unchanged sentence

Our products for diamond sports include premium baseball and softball equipment under the Marucci, Victus, Lizard Skins, and Baum Bat brands and are sold through dealers and distributors and through direct-to-customer channels.

Net sales and expenses are measured in accordance with the policies and procedures described in Note 1 – Business and Summary of Significant Accounting Policies .

Net sales and expenses are measured in accordance with the policies and procedures described in Note 1.

Business and Summary of Significant Accounting Policies .

We measure the profitability and financial performance of our operating segments based on adjusted EBITDA.

Adjusted EBITDA provides a measure of our underlying segment results that is in line with our approach to risk management.

We define adjusted EBITDA as net income adjusted for (a) interest expense, (b) income tax or tax benefits, (c) amortization including amortization of purchased intangibles, (d) depreciation, (e) stock-based compensation, (f) litigation and settlement related expenses, (g) organizational restructuring expenses, (h) acquisition and integration-related expenses, and (i) strategic transformation costs.

Adjusted EBITDA Margin is defined as adjusted EBITDA divided by net sales.

1 unchanged sentence

All transactions between reportable segments are eliminated in consolidation.

The tables that follow show selected segment financial information including information for prior comparative periods.

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.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

The tables that follow show selected segment financial information including information for prior comparative periods.

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Powered Vehicles Group $ 488,143 $ 461,403 $ 523,862

2 unchanged sentences

Net sales $ 1,467,321 $ 1,393,921 $ 1,464,178

Net income 6,512 120,846 205,278

(Benefit) provision for income taxes ( 5,500 ) 17,817 28,486

Adjusted EBITDA

Powered Vehicles Group 62,283 53,819 79,159

Aftermarket Applications Group 55,769 51,745 126,784

Specialty Sports Group 107,642 117,811 117,766

$ 225,694 $ 223,375 $ 323,709

Reconciliation of segment adjusted EBITDA

Unallocated corporate expenses ( 57,338 ) ( 56,362 ) ( 62,661 )

Goodwill impairment ( 557,307 ) — —

Intangible and long-lived asset impairment

( 13,517 ) — —

Depreciation and amortization (1)

( 88,398 ) ( 83,566 ) ( 58,603 )

Non-cash stock-based compensation ( 14,266 ) ( 9,606 ) ( 16,465 )

1 unchanged sentence

Other acquisition and integration-related expenses (2)

( 2,375 ) ( 8,054 ) ( 19,214 )

Organizational restructuring expenses (3)

( 13,890 ) ( 3,218 ) ( 3,952 )

Loss on fixed asset disposals related to organizational restructure — — ( 1,027 )

Strategic transformation costs ( 491 ) ( 1,689 ) —

Non-recurring property tax assessment — — 841

Interest and other expense, net ( 52,359 ) ( 55,539 ) ( 20,400 )

Adjusted EBITDA $ 167,013 $ 261,048 $ 321,831

Powered Vehicles Group 53,819 79,159 ( 6,163 )

Aftermarket Applications Group 51,745 126,784 130,947

Specialty Sports Group 117,811 117,766 260,101

Unallocated corporate expenses ( 56,362 ) ( 62,661 ) ( 63,054 )

Adjusted EBITDA $ 167,013 $ 261,048 $ 321,831

(1) 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 fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

Acquisition related costs and expenses $ 3,569 $ 6,206 $ 1,710

Purchase accounting inventory fair value adjustment amortization 4,485 13,008 —

Other acquisition and integration-related expenses $ 8,054 $ 19,214 $ 1,710

Consolidated income before income taxes $ ( 576,289 ) $ 1,012 $ 138,663

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

(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 and property, plant and equipment valuation adjustments recorded in connection with the purchase of acquired assets.

(3) Represents expenses associated with various restructuring initiatives.

Restructuring Charges for more information.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

(in thousands)

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 non-recurring property tax assessment.

The CODM relies on adjusted EBITDA for assessing performance and allocating resources across segments.

On a regular basis, the CODM reviews budget-to-actual variances for adjusted EBITDA to guide capital and personnel distribution.

Additionally, adjusted EBITDA is reviewed by the CODM in evaluating the efficiency of cost management strategies within each segment, ensuring that financial and operational resources are optimized and aligned with the Company's overall strategic objectives.

No expense details by segment are regularly provided to the CODM, and accordingly, no significant segment expenses have been disclosed.

The CODM reviews consolidated expense information.

The following table presents the Company’s other segment items that consist of costs of sales and operating expenses excluding goodwill impairment, intangible and long-lived asset impairment, depreciation and amortization, non-cash stock-based compensation, litigation and settlement-related expenses, other acquisition and integration-related expenses, organizational restructuring-related expenses, and strategic transformation costs, which represent the computable difference between segment net sales and segment adjusted EBITDA.

For the fiscal years ended

January 3, 2025 December 29, 2023 December 30, 2022

January 2, 2026 January 3, 2025 December 29, 2023

Powered Vehicles Group $ 425,860 $ 407,584 $ 444,703

1 unchanged sentence

Specialty Sports Group 401,523 393,254 271,407

Unallocated corporate expenses 56,362 62,661 63,054

Restructuring Charges

During the fiscal year ended January 2, 2026, 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.

Obligations related to these restructuring activities, primarily severance and lease termination costs, were settled shortly after they were incurred.

No material restructuring liabilities remained outstanding as of January 2, 2026.

The following table summarizes the charges recorded in connection with the restructuring activities by reportable segment:

For the fiscal year ended January 2, 2026

PVG AAG SSG Corporate Total

Facility closure and other related costs $ — $ 7,369 $ 3,880 $ — $ 11,249

Severance and employee related costs 29 199 1,892 194 2,314

Other restructuring costs 13 — 12 302 327

$ 42 $ 7,568 $ 5,784 $ 496 $ 13,890

Subsequent Events

Subsequent to January 2, 2026, the Company initiated a process to divest its Phoenix, Arizona AAG operations, including the Upfit UTV, Geiser, and Shock Therapy businesses, as part of ongoing efforts to streamline operations.

The divestiture is expected to be completed by the end of the first quarter of fiscal 2026.

The Company is continuing to evaluate the financial reporting implications of this anticipated transaction.

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 9A. Controls and Procedures