What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 229 added, 331 removed, 494 unchanged (53% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Current assets:

21 unchanged sentences

Revolver 176,000 150,000

Term Loans, less current portion 512,365 527,775

Term loan, less current portion 485,318 496,663

Other liabilities 86,055 94,733

3 unchanged sentences

Stockholders’ equity

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

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

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

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

42,826 shares issued and 41,936 outstanding as of April 3, 2026;

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

1 unchanged sentence

Treasury stock, at cost;

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

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

( 13,754 ) ( 13,754 )

7 unchanged sentences

(in thousands, except per share data)

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

Net sales $ 368,657 $ 355,030

10 unchanged sentences

Interest expense 11,938 12,934

Other income, net ( 435 ) ( 456 ) ( 1,950 ) ( 458 )

Income (loss) before income taxes 1,624 5,030 ( 256,242 ) 5,303

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

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

Other expense (income), net 9,645 ( 150 )

Loss before income taxes ( 15,632 ) ( 263,371 )

Benefit from income taxes ( 614 ) ( 3,637 )

Net loss $ ( 15,018 ) $ ( 259,734 )

net loss attributable to non-controlling interest ( 22 ) ( 40 )

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

(Net loss) earnings per share:

Net loss attributable to FOX stockholders $ ( 14,996 ) $ ( 259,694 )

Net loss per share:

Basic $ ( 0.36 ) $ ( 6.23 )

7 unchanged sentences

(in thousands)

For the three months ended For the nine months ended

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

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

Other comprehensive (loss) income

For the three months ended

April 3, 2026 April 4, 2025

Net loss $ ( 15,018 ) $ ( 259,734 )

Other comprehensive income (loss)

Interest rate swap

4 unchanged sentences

Foreign currency translation adjustments ( 2,035 ) 2,882

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

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

Other comprehensive income (loss) 622 ( 4,369 )

Comprehensive loss $ ( 14,396 ) $ ( 264,103 )

comprehensive loss attributable to non-controlling interest ( 22 ) ( 40 )

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

Comprehensive loss attributable to FOX stockholders $ ( 14,374 ) $ ( 264,063 )

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

4 unchanged sentences

Shares Amount Shares Amount

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 28 — — — ( 580 ) — — ( 580 ) —

Purchase and retirement of common stock ( 378 ) — — — ( 16,077 ) — ( 9,082 ) ( 25,159 ) —

Stock-based compensation expense — — — — 3,355 — — 3,355 —

1 unchanged sentence

Net loss — — — — — — ( 259,694 ) ( 259,694 ) ( 40 )

Balance - March 29, 2024 42,506 $ 42 890 $ ( 13,754 ) $ 334,860 $ 5,833 $ 865,508 $ 1,192,489 $ —

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 67 — — — ( 1,229 ) — — ( 1,229 )

Purchase and retirement of common stock — — — — — — ( 52 ) ( 52 ) —

Stock-based compensation expense — — — — 2,203 — — 2,203 —

Other comprehensive loss — — — — — ( 2,435 ) — ( 2,435 ) —

Net income — — — — — — 5,407 5,407 —

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

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

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

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

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

Net income — — — — — — 4,780 4,780 —

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

Balance - April 4, 2025 42,602 $ 42 890 $ ( 13,754 ) $ 342,041 $ ( 4,145 ) $ 615,710 $ 939,894 $ ( 78 )

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

3 unchanged sentences

Stock-based compensation expense — — — — 4,121 — — 4,121 —

Other comprehensive loss — — — — — ( 4,369 ) — ( 4,369 ) —

Net loss — — — — — — ( 259,694 ) ( 259,694 ) ( 40 )

Balance - April 4, 2025 42,602 $ 42 890 $ ( 13,754 ) $ 342,041 $ ( 4,145 ) $ 615,710 $ 939,894 $ ( 78 )

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 89 — — — ( 671 ) — — ( 671 ) —

Stock-based compensation expense — — — — 4,562 — — 4,562 —

Other comprehensive income — — — — — 622 — 622 —

Net income — — — — — — 2,744 2,744 ( 39 )

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

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

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

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

Net loss — — — — — — ( 14,996 ) ( 14,996 ) ( 22 )

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

Balance - April 3, 2026 42,826 $ 42 890 $ ( 13,754 ) $ 355,185 $ 1,454 $ 315,829 $ 658,756 $ ( 201 )

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

2 unchanged sentences

(in thousands)

For the nine months ended

October 3, 2025 September 27, 2024

For the three months ended

April 3, 2026 April 4, 2025

OPERATING ACTIVITIES:

Net (loss) income $ ( 257,691 ) $ 6,691

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net loss $ ( 15,018 ) $ ( 259,734 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Goodwill impairment — 262,129

6 unchanged sentences

Proceeds from interest rate swap settlements

Loss on divestiture 9,993 —

Deferred taxes ( 1,811 ) ( 4,736 )

Changes in operating assets and liabilities, net of effects of acquisitions:

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Accounts receivable ( 23,099 ) ( 11,279 )

4 unchanged sentences

Accrued expenses and other liabilities ( 6,998 ) ( 17,233 )

Net cash provided by operating activities 42,766 50,111

Net cash (used in) provided by operating activities ( 16,061 ) 680

INVESTING ACTIVITIES:

Purchases of property and equipment ( 5,390 ) ( 7,180 )

Acquisitions of businesses, net of cash acquired — ( 5,041 )

Acquisition of other assets, net of cash acquired — ( 5,344 )

Divestiture of businesses, net of cash divested 4,964 —

Net cash used in investing activities ( 426 ) ( 7,180 )

2 unchanged sentences

Payments on revolver ( 41,000 ) ( 27,000 )

Proceeds from issuance of debt — 200,000

Repayment of term debt ( 11,719 ) ( 6,071 )

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

Repurchases from stock compensation program, net ( 1,175 ) ( 580 )

Deferred debt issuance/modification costs — ( 855 )

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

Net cash provided by financing activities 13,106 3,349

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 716 ) 78

6 unchanged sentences

(in thousands)

For the nine months ended

For the three months ended

SUPPLEMENTAL CASH FLOW INFORMATION:

October 3, 2025 September 27, 2024

April 3, 2026 April 4, 2025

Cash paid during the period for:

5 unchanged sentences

Non-cash investing and financing activities:

Note receivable from divestiture $ 22,375 $ —

Capital expenditures included in accounts payable $ 698 $ 437

6 unchanged sentences

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

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

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

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

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Basis of Presentation - The accompanying condensed consolidated financial statements are unaudited.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.” or “United States”) and applicable rules and regulations of the U.S.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.” or “United States”) and applicable rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

6 unchanged sentences

For 2026 and 2025, the Company’s fiscal year will end or has ended on January 1, 2027 and January 2, 2026, respectively.

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

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

The 12-month periods ended January 1, 2027 and January 2, 2026, will include or have included 52 weeks.

The three-month periods ended April 3, 2026 and April 4, 2025 each included 13 weeks.

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

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The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer, generally at the time of shipment.

Substantially all of the Company’s revenue is recognized at a point in time.

Contracts are generally in the form of purchase orders and are governed by standard terms and conditions.

1 unchanged sentence

Sales tax and other similar taxes are excluded from revenues.

Tariff surcharges consisting of amounts billed to customers to recover tariff costs are recorded as revenue when the associated products are recognized as revenue.

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 our customer.

The Company is required to place a deposit on Stellantis vehicle chassis;

however, that deposit is refunded when the chassis is sold through to our 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 the Outside Van and Upfit UTV subsidiaries generally include the vehicle chassis, of which the Company has the risks and rewards of ownership.

For certain upfit packages, revenue is recognized over-time as work is performed based on actual costs incurred.

Revenues generated from custom upfit packages from the

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

Outside Van and Upfit UTV subsidiaries 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.

17 unchanged sentences

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.

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 identified 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, and performed a quantitative impairment assessment.

Based on the results of this assessment, the Company recorded a non-cash goodwill impairment charge of $ 262,129 within operating expenses in the first quarter, which impacted all reporting units.

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.

No additional impairment charges have been incurred to date.

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

PVG AAG SSG Total

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

Impairment losses ( 51,206 ) ( 191,823 ) ( 19,100 ) ( 262,129 )

Purchase price adjustments (Refer to Note 14.

Acquisitions )

1,374 — — 1,374

Currency translation and other adjustments 50 — 76 126

Balance as of October 3, 2025

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

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Indefinite-lived intangible assets

Certain trademarks and trade names, including FOX and others from certain subsidiaries, are considered to be indefinite life intangibles, and are not amortized but are subject to testing for impairment annually.

Due to the triggering event as described above, the indefinite-lived intangible assets were also assessed for impairment.

The Company concluded that no impairment existed as of April 4, 2025.

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

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

Finite-lived intangible assets and other long-lived assets

5 unchanged sentences

Fair value is estimated based on discounted future cash flows.

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

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

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

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

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

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

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

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

1 unchanged sentence

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

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

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

The reclassifications did not have any impact on net income.

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

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

Certain Significant Risks and Uncertainties - As of April 3, 2026, 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.

The impact of geopolitical conflicts, including, among others, continuing tensions between Taiwan and China, and the war in Iran continue to create uncertainty in global economic conditions and volatility in energy, raw materials, and supply chains, which may negatively impact the Company’s business and operations.

Additionally, the imposition of U.S.

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

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

Furthermore, domestic and foreign political instability and

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

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

tariffs on China, Canada, Mexico, Taiwan and other countries, as well as potential changes to or expansions of such tariffs and related retaliatory trade measures, disrupt supply chains, and impact demand for the Company’s products.

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

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

4 unchanged sentences

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.

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.

By providing total adjusted EBITDA, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are 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 15 – Segment Information for our definition of adjusted EBITDA.

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

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

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

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

GAAP financial measure.

Recent Accounting Pronouncements

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

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

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

These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

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

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

Refer to Note 15 – Segment Information for further details.

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

Improvement to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption is permitted.

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

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

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

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

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

Disaggregation of Income Statement Expenses,” which adds new disclosure requirements, including more detailed information about certain income statement expense captions and a separate disclosure for selling expenses.

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

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

The Company elected the practical expedient starting the first quarter of fiscal 2026 and applied the guidance prospectively.

The adoption of this guidance did not have a material impact on its consolidated financial statements and related disclosures.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

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

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The Company is currently evaluating the impact of the accounting standard updates 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.

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.

FOX FACTORY HOLDING CORP.

2 unchanged sentences

The following table summarizes total net sales by segment:

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

Powered Vehicles Group $ 143,379 $ 122,098

3 unchanged sentences

The following table summarizes total net sales by sales channel:

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

OEM $ 169,287 $ 156,321

2 unchanged sentences

Total net sales $ 368,657 $ 355,030

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

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

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

North America $ 285,460 $ 272,301

4 unchanged sentences

Inventory consisted of the following:

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Raw materials $ 225,118 $ 226,341

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Prepaids and other current assets consisted of the following:

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Prepaid chassis deposits $ 70,645 $ 67,203

4 unchanged sentences

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

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Machinery and manufacturing equipment $ 187,305 $ 193,865

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

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

United States $ 183,828 $ 196,439

6 unchanged sentences

Accrued expenses consisted of the following:

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Payroll and related expenses $ 25,461 $ 32,743

1 unchanged sentence

Warranty 13,881 15,173

Accrued sales rebate 12,648 7,852

Income tax payable 11,587 7,354

6 unchanged sentences

Activity related to warranties is as follows:

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

Beginning warranty liability $ 15,173 $ 21,593

8 unchanged sentences

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 Credit Agreement, which was set to mature 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.

16 unchanged sentences

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.

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

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

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

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

Amended Credit Agreement

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

The Fifth Amendment amends the Credit Agreement, dated as of April 5, 2022, as amended prior to the Fifth Amendment (as amended by the Fifth Amendment, the “Amended Credit Agreement”);

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

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

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

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.

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 April 3, 2026.

At April 3, 2026, the one-month SOFR and three-month SOFR rates were 3.65 % and 3.67 %, respectively.

At April 3, 2026, our weighted-average interest rate on outstanding borrowing was 6.04 %.

The following table summarizes the revolver under the Credit Agreement:

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

Amount outstanding $ 176,000 $ 150,000

2 unchanged sentences

Total borrowing capacity $ 500,000 $ 500,000

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

For fiscal year October 3, 2025

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

As of April 3, 2026, future principal payments for term loan debt, including the current portion, are summarized as follows:

For fiscal year April 3, 2026

2026 $ 20,156

Total $ 519,062

3 unchanged sentences

Long-term debt less current portion $ 485,318

On April 5, 2022, the Company executed an interest rate swap agreement and, subsequently, on August 26, 2024, the Company entered into three additional interest rate swap agreements.

Through the swap agreements, the Company hedges the variability of cash flows in interest payments associated with the first $ 500,000 of its variable rate debt.

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

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

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

Refer to Note 16.

Subsequent Events for further information.

FOX FACTORY HOLDING CORP.

3 unchanged sentences

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

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

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

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

6 unchanged sentences

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.

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

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, and plaintiff did not file an appeal, concluding the case.

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 the decision on the motion to dismiss the securities fraud litigation.

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

Following the dismissal of the securities fraud litigation in February 2026, plaintiff agreed to voluntarily dismiss these cases without prejudice.

On March 30, 2026, the parties filed a joint motion to voluntarily dismiss without prejudice, and on May 1, 2026, the court granted the motion.

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.

5 unchanged sentences

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

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

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

At April 3, 2026 and January 2, 2026, the Company utilized $ 15,399 and $ 9,566 , out of a maximum of $ 38,300 and $ 38,300 of Ford allocation of chassis, respectively, and $ 12,298 and $ 11,152 , out of a maximum of $ 49,500 and $ 49,500 of GM allocation of chassis, respectively.

The Company incurred interest expense related to bailment of $ 482 and $ 677 during the three months ended April 3, 2026 and January 2, 2026, respectively.

FOX FACTORY HOLDING CORP.

7 unchanged sentences

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

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

October 3, 2025 January 3, 2025

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

April 3, 2026 January 2, 2026

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

July 2, 2021 April 5, 2022 $ 200,000 — 767

April 5, 2022 April 5, 2027 $ 100,000 $ 1,177 $ 1,068

September 20, 2024 December 25, 2026 $ 200,000 79 ( 407 )

September 20, 2024 December 25, 2026 $ 200,000 ( 271 ) 903

September 20, 2024 September 21, 2029 $ 100,000 695 ( 86 )

December 26, 2025 December 22, 2028 $ 100,000 502 ( 269 )

Total $ 2,453 $ 306

On June 11, 2021, the Company terminated its existing swap agreement (the “2020 Swap Agreement”) and entered into an interest rate swap agreement (the “2021 Swap Agreement”) with a notional amount of $ 200,000 .

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 .

The terminated 2020 Swap Agreement and 2021 Swap Agreement 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, or AOCI, and were fully amortized into earnings 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 .

On April 5, 2022, the Company entered into a new interest rate swap agreement with a notional amount of $ 100,000 .

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.

3 unchanged sentences

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

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

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

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

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

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

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

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three months ended April 3, 2026 and April 4, 2025 were a net gain of $ 2,618 and a net loss of $ 3,948 , respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three months ended April 3, 2026 and April 4, 2025 were $ 471 and $ 1,907 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three months ended April 3, 2026 and April 4, 2025 were a gain of $ 510 and a loss of $ 1,396 , respectively.

Over the next 12 months, the Company estimates that $ 1,938 of existing net gain in AOCI related to the interest rate swap contracts will be reclassified as a decrease to interest expense.

4 unchanged sentences

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

October 3, 2025 January 3, 2025

April 3, 2026 January 2, 2026

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

2 unchanged sentences

Total assets measured at fair value $ 4,505 $ 24,828 $ — $ 29,333 $ 4,693 $ 1,068 $ — $ 5,761

Incremental Term Loans $ — $ 542,501 $ — $ 542,501 $ — $ 560,714 $ — $ 560,714

Term loan $ — $ 519,062 $ — $ 519,062 $ — $ 530,781 $ — $ 530,781

Revolver — 176,000 — 176,000 — 150,000 — 150,000

2 unchanged sentences

Total liabilities measured at fair value $ 4,486 $ 695,062 $ — $ 699,548 $ 4,675 $ 681,543 $ — $ 686,218

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

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

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

As of April 3, 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.

6 unchanged sentences

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 condensed consolidated balance sheets.

The Company holds a promissory note receivable in connection with the sale of its Phoenix, Arizona AAG operations, including Shock Therapy, Upfit UTV, and Geiser businesses.

The note was issued as part of the transaction consideration and is accounted for at amortized cost in accordance with ASC 310-10, with interest income recognized using the effective interest method.

It was initially measured at fair value on a nonrecurring basis.

The fair value of the note was determined using the income approach under ASC 820, with the stated interest rate compared to the Federal Reserve prime rate of 6.75 % at the date of closing.

As the stated rate approximates a market rate of return, the fair value at inception approximated face value.

The note is classified as a Level 2 asset with a fair value of $ 22,375 at inception.

The Company evaluated the note for expected credit losses under ASC 326-20 and determined that no allowance was required as of April 3, 2026.

Refer to Note 15.

Divestiture for additional information regarding the divestiture.

FOX FACTORY HOLDING CORP.

7 unchanged sentences

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

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

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

All repurchased shares were immediately retired.

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 share.

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

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

There were no repurchases of common stock during the three months ended April 3, 2026 and April 4, 2025.

As of April 3, 2026, authorized repurchases of $ 250,000 remain available to the Company.

Equity Incentive Plans

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

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

Cost of sales $ 283 $ 298

7 unchanged sentences

The recognition of compensation expense associated with performance-based stock awards requires defined criteria for assessing achievement and judgment in assessing the probability of meeting the performance goals.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

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

The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the three months ended April 3, 2026:

Unvested RSUs

4 unchanged sentences

Vested ( 201 ) $ 34.85

Unvested at October 3, 2025 750 $ 34.07

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

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

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

Unvested at April 3, 2026 1,116 $ 25.43

As of April 3, 2026, the Company had approximately $ 22,646 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.19 years.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands, except per share data)

During the three months ended April 3, 2026, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future.

Issuance is based upon the Company’s performance, over a three -year performance period, on certain measures including return on invested capital and free cash flow.

The PSUs vest only upon the achievement of the applicable performance goals for the performance period and, depending on the actual achievement on the performance goals, the grantee may earn between 0 % and 200 % of the target PSUs.

In fiscal year 2024, the Company issued PSUs to certain executives and non-executives based upon the Company’s performance, over a four-year performance period, against a trailing 12-month revenue target.

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

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

The following table summarizes the activity for the Company’s unvested PSUs for the three months ended April 3, 2026:

Unvested PSUs

3 unchanged sentences

Canceled ( 4 ) $ 38.49

Unvested at October 3, 2025 502 $ 41.09

Unvested at April 3, 2026 1,045 $ 25.52

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

5 unchanged sentences

(in thousands, except per share data)

(Net Loss) Earnings Per Share

Net Loss Per Share

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

1 unchanged sentence

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

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

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

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 309 and 241 shares from the calculation of diluted earnings per share for the three months ended April 3, 2026 and April 4, 2025, respectively, as these shares would have been antidilutive.

Due to the net loss reported for the three months ended April 3, 2026 and April 4, 2025, there were no dilutive shares included in the calculation of diluted net loss per share for the period.

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

For the three months ended For the nine months ended

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

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

For the three months ended

April 3, 2026 April 4, 2025

Net loss attributable to FOX stockholders $ ( 14,996 ) $ ( 259,694 )

Weighted average shares used to compute basic earnings per share 41,862 41,711

1 unchanged sentence

Weighted average shares used to compute diluted earnings per share 41,862 41,711

(Net loss) earnings per share:

Net loss per share:

Basic $ ( 0.36 ) $ ( 6.23 )

Diluted $ ( 0.36 ) $ ( 6.23 )

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

For the three months ended For the nine months ended

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

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

For the three months ended

April 3, 2026 April 4, 2025

Benefit from income taxes $ ( 614 ) $ ( 3,637 )

Effective tax rates 3.9 % 1.4 %

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

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

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

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

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

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

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

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

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

For the three months ended April 3, 2026, the difference between the Company’s effective tax rate of 3.9 % and the 21 % federal statutory rate was primarily due to lower pre‑tax earnings for the quarter and the tax effects recognized in connection with the sale of our Phoenix, Arizona AAG operations, including Shock Therapy, Upfit UTV, and Geiser businesses.

For the three months ended April 4, 2025, the difference between the Company’s effective tax rate of 1.4 % and the 21 % federal statutory rate was due to the impairment impact of the non-deductible goodwill recognized during the same period.

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

2 unchanged sentences

(in thousands)

Acquisition of Marzocchi Suspension S.r.l .

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

for $ 20,501 , net of cash acquired.

Marzocchi is a leader in motorcycle suspension manufacturing.

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

This transaction was accounted for as a business combination.

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

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

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

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

dollars using the exchange rate on the same date:

Acquisition consideration

Cash consideration, net of cash acquired $ 20,501

Total consideration at closing $ 20,501

Fair market values

Accounts receivable $ 5,648

Inventory 12,097

Prepaid and other current assets 1,527

Property, plant and equipment 5,888

Trademarks and brands 1,500

Customer and distributor relationships 2,000

Goodwill 4,713

Other assets 5,601

Total assets acquired $ 38,974

Accounts payable $ 12,175

Accrued expenses 2,587

Deferred Taxes 840

Other liabilities 2,871

Total liabilities assumed $ 18,473

Purchase price allocation $ 20,501

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

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

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

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

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

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

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 $ 4,713 reflects the strategic fit of Marzocchi with the Company’s operations.

The weighted average amortization periods of the customer and distributor relationships and trade names and trademarks were 15 years.

Goodwill is expected to have an indefinite life and will be subject to impairment testing.

The goodwill is tax deductible for U.S.

income tax purposes due to the step-up in tax basis of acquired goodwill and a portion is also deductible for Italian income tax purposes.

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

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

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

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

Segment Information

15 unchanged sentences

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 within our 2024 Form 10-K.

Net sales and expenses are measured in accordance with the policies and procedures described in Note 1 – Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, as filed with the SEC on February 27, 2026.

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, (i) strategic transformation costs, and (j) goodwill impairment.

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

Segment asset information is not presented because it is not evaluated by the CODM at the segment level.

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.

1 unchanged sentence

(in thousands)

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

For the three months ended For the nine months ended

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

For the three months ended

April 3, 2026 April 4, 2025

Powered Vehicles Group $ 143,379 $ 122,098

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Net sales $ 368,657 $ 355,030

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

Adjusted EBITDA

Powered Vehicles Group 22,556 14,383

Aftermarket Applications Group 11,402 16,993

Specialty Sports Group 17,454 23,394

$ 51,412 $ 54,770

Reconciliation of segment adjusted EBITDA

Unallocated corporate expenses ( 15,712 ) ( 15,168 )

Goodwill impairment — ( 262,129 )

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

Depreciation and amortization (1)

( 20,616 ) ( 21,739 )

Loss on divestiture ( 9,994 ) —

Non-cash stock-based compensation ( 4,120 ) ( 3,355 )

4 unchanged sentences

( 2,121 ) ( 2,311 )

Organizational restructuring related losses

239 — 1,329 —

Strategic transformation costs ( 2,635 ) ( 20 )

Interest and other expense, net ( 11,467 ) ( 12,086 )

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

Powered Vehicles Group 18,909 8,948 49,679 40,719

Aftermarket Applications Group 12,449 9,394 45,458 38,420

Specialty Sports Group 27,489 36,521 81,269 89,792

Unallocated corporate expenses ( 14,428 ) ( 12,837 ) ( 43,093 ) ( 42,354 )

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

Consolidated loss before income taxes $ ( 15,632 ) $ ( 263,371 )

(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 valuation adjustment recorded in connection with the purchase of acquired assets.

(3) Represents expenses associated with various restructuring initiatives.

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

(3) Represents expenses associated with various restructuring initiatives intended to improve operational efficiency, realign resources, and support the Company’s long-term strategic objectives, including employee severance, relocation expenses, and consulting and advisory fees.

FOX FACTORY HOLDING CORP.

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(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 goodwill impairment.

For the three months ended For the nine months ended

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

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.

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 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 three months ended

April 3, 2026 April 4, 2025

Powered Vehicles Group $ 120,823 $ 107,715

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Specialty Sports Group $ 93,040 $ 97,624

Unallocated corporate expenses 14,428 12,837 43,093 42,354

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

On February 26, 2026, the Company divested its Phoenix, Arizona AAG operations, including the Shock Therapy, Upfit UTV, and Geiser businesses, as part of ongoing efforts to streamline operations.

The Company sold the businesses to S&G Holdings and Investments Company (“S&G”) and the former general manager of the businesses who was also the prior owner of Shock Therapy, whose employment with the Company ended upon execution of the transaction.

The transaction was conducted on terms comparable to those that would have been obtained in a transaction with an unrelated party.

The consideration consisted of $ 5,000 in cash and a promissory note receivable of $ 22,375 , bearing interest at a rate of 6.75 % per annum, with a maturity date of June 30, 2028.

The Company recorded a $ 9,993 loss associated with the sale that is presented in other expense (income), net on the condensed consolidated statement of operations.

The divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results and, therefore, is not reported as a discontinued operation.

As part of the divestiture, the Company obtained a warrant to purchase 10 % of the fully diluted common equity of S&G at a nominal exercise price of $ 0.01 per share.

The warrant is exercisable beginning on the earlier of February 26, 2029 or upon notice of a fundamental transaction involving S&G, and expires on February 26, 2036.

The warrant is exercisable through cash exercise only.

The initial fair value of the warrant was determined to be zero based on a Level 3 measurement under ASC 820, using unobservable inputs including management's assessment of the enterprise value of S&G, the capital structure and leverage of the entity, the historical financial performance of the underlying businesses, and the impact of the exercise lockout period on time value.

The Company elected to account for the warrant under the measurement alternative in ASC 321-10-35-2, measuring it at cost minus impairment, adjusted for observable price changes.

As of April 3, 2026, the carrying amount of the warrant was zero .

No impairments, downward adjustments, or upward adjustments have been recognized since the warrant was obtained.

In connection with the divestiture, the Company retained an operating lease for a facility previously shared with Shock Therapy and entered into a sublease arrangement with the buyer.

The sublease has a remaining term of approximately four years and provides for aggregate sublease income of approximately $ 630 .

The Company's obligations under the head lease are unchanged by the sublease arrangement.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Subsequent Events

Fifth Amendment to Credit Agreement

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

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

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

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

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

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

Sixth Amendment to Credit Agreement

On May 6, 2026, the Company entered into the Sixth Amendment to the Credit Agreement and Third Amendment to Guaranty and Security Agreement (the “Sixth Amendment”) among the Company, certain subsidiaries of the Company, Wells Fargo Bank, National Association, as administrative agent, swingline lender and L/C issuer (the “Agent”), and certain lenders named therein.

The Sixth Amendment amends the Amended Credit Agreement (as amended by the Sixth Amendment, the “Sixth Amended Credit Agreement”);

and the Guaranty and Security Agreement, dated as of April 5, 2022, as amended prior to the Sixth Amendment, which secures the obligations under the Amended Credit Agreement in favor of the Agent for the benefit of the lenders and other secured parties.

The Sixth Amendment, among other things, amends the margins for interest under Amended Credit Agreement, pursuant to which the term loan and advances under the revolving credit facility can be either SOFR loans or base rate loans.

Pursuant to the Sixth Amendment, 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 period plus a margin ranging from 1.00 % to 2.75 %, based on the levels of Consolidated Net Leverage Ratio.

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 Sixth Amended Credit Agreement, plus a margin ranging from 0.00 % to 1.75 %, based on the levels of Consolidated Net Leverage Ratio.

The Sixth Amendment also amends the definition of Consolidated Net Leverage Ratio and modifies the provisions for the mandatory prepayment of the loans with the net proceeds of asset sales.

In addition, the Sixth Amendment tightens certain negative covenants on the Company, including restrictions on indebtedness, investments, and restricted payments during the period beginning on the effective date of the Sixth Amendment and ending on the date a compliance certificate is delivered by the Company for the fiscal quarter ending June 30, 2028, provided that no default or event of default has occurred and is continuing on such date of delivery (the “Covenant Relief Period”).

Under the Sixth Amendment, the Company is required to maintain (i) a Consolidated Net Leverage Ratio not to exceed (a) 5.00 as of the end of each fiscal quarter ending July 3, 2026 through January 1, 2027, (b) 4.75 as of the end of each fiscal quarter ending April 2, 2027 through July 2, 2027, (c) 4.50 as of the end of each fiscal quarter ending October 1, 2027 through December 31, 2027, (d) 4.25 as of the end of the fiscal quarter ending March 31, 2028, and (e) 4.00 as of the end of the fiscal quarters ending June 30, 2028 and thereafter, each of which will be, at the Company’s election, increased by 0.50 (but not to exceed 4.50 ) for the four fiscal quarters after the consummation of certain permitted acquisitions exceeding $ 75,000 (provided that such increase is not permitted during the Covenant Relief Period), and (ii) a Consolidated Interest Coverage Ratio of not less than (a) 2.50 as of the end of each fiscal quarter ending July 3, 2026 through June 30, 2028, and (b) 2.75 as of the end each fiscal quarter ending September 29, 2028 and thereafter.

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

What changed 10-Q

Item 1. Financial Statements