What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 161 added, 155 removed, 568 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

Current assets:

27 unchanged sentences

Stockholders’ equity

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

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

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

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

42,921 shares issued and 42,031 outstanding as of July 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 April 3, 2026 and January 2, 2026

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

( 13,754 ) ( 13,754 )

7 unchanged sentences

(in thousands, except per share data)

For the three months ended

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Net sales $ 358,122 $ 374,864 $ 726,779 $ 729,894

10 unchanged sentences

Interest expense 11,875 14,388 23,813 27,322

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 )

Other (income) expense, net ( 676 ) ( 1,365 ) 8,969 ( 1,515 )

Income (loss) before income taxes 6,308 5,505 ( 9,324 ) ( 257,866 )

Provision (benefit) for income taxes 2,274 2,800 1,660 ( 837 )

Net income (loss) $ 4,034 $ 2,705 $ ( 10,984 ) $ ( 257,029 )

net loss attributable to non-controlling interest ( 19 ) ( 39 ) ( 41 ) ( 79 )

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

Net loss per share:

Net income (loss) attributable to FOX stockholders $ 4,053 $ 2,744 $ ( 10,943 ) $ ( 256,950 )

Earnings (net loss) per share:

Basic $ 0.10 $ 0.07 $ ( 0.26 ) $ ( 6.15 )

5 unchanged sentences

FOX FACTORY HOLDING CORP.

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

For the three months ended

April 3, 2026 April 4, 2025

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

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Net income (loss) $ 4,034 $ 2,705 $ ( 10,984 ) $ ( 257,029 )

Other comprehensive income (loss)

5 unchanged sentences

Foreign currency translation adjustments ( 579 ) 10,908 ( 2,614 ) 13,790

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

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

Other comprehensive income 1,339 12,190 1,961 7,821

Comprehensive income (loss) $ 5,373 $ 14,895 $ ( 9,023 ) $ ( 249,208 )

comprehensive loss attributable to non-controlling interest ( 19 ) ( 39 ) ( 41 ) ( 79 )

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

Comprehensive income (loss) attributable to FOX stockholders $ 5,392 $ 14,934 $ ( 8,982 ) $ ( 249,129 )

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

10 unchanged sentences

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

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 — — — — — 12,190 — 12,190 —

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

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

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

Shares Amount Shares Amount

5 unchanged sentences

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

Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding 95 — — — ( 473 ) — — ( 473 ) —

Stock-based compensation expense — — — — 3,372 — — 3,372 —

Other comprehensive income — — — — — 1,339 — 1,339 —

Net income (loss) — — — — — — 4,053 4,053 ( 19 )

Balance - July 3, 2026 42,921 $ 42 890 $ ( 13,754 ) $ 358,084 $ 2,793 $ 319,882 $ 667,047 $ ( 220 )

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

2 unchanged sentences

(in thousands)

For the three months ended

April 3, 2026 April 4, 2025

For the six months ended

July 3, 2026 July 4, 2025

OPERATING ACTIVITIES:

Net loss $ ( 10,984 ) $ ( 257,029 )

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

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

Goodwill impairment — 262,129

5 unchanged sentences

Amortization of deferred gains on prior swap settlements — ( 783 )

Proceeds from interest rate swap settlements

Loss on divestiture 10,612 —

7 unchanged sentences

Accrued expenses and other liabilities ( 4,274 ) ( 8,631 )

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

Net cash provided by operating activities 13,150 37,476

INVESTING ACTIVITIES:

Purchases of property and equipment ( 9,472 ) ( 19,644 )

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

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

Proceeds from sale of property and equipment 2,762 232

Proceeds from divestitures, net of cash divested, including collections of promissory note principal 7,369 —

Net cash provided by (used in) investing activities 659 ( 19,412 )

FINANCING ACTIVITIES:

3 unchanged sentences

Repurchases from stock compensation program, net ( 1,648 ) ( 1,259 )

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

Deferred debt issuance/modification costs ( 2,432 ) —

Net cash used in financing activities ( 9,518 ) ( 9,401 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 1,023 ) 1,114

6 unchanged sentences

(in thousands)

For the three months ended

For the six months ended

SUPPLEMENTAL CASH FLOW INFORMATION:

April 3, 2026 April 4, 2025

July 3, 2026 July 4, 2025

Cash paid during the period for:

23 unchanged sentences

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended January 2, 2026 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 27, 2026.

In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.

3 unchanged sentences

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.

The three and six-month periods ended July 3, 2026 and July 4, 2025 each included 13 weeks and 26 weeks, respectively.

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

12 unchanged sentences

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;

The Company is required to place a deposit on vehicle chassis manufactured by Stellantis N.V.

(“Stellantis”);

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

For other chassis, the Company entered into floor plan financing agreements, in which 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.

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 takes on the risks and rewards of ownership.

As a practical expedient, we elected 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.

23 unchanged sentences

If the asset or asset group is considered to be impaired, the amount of such impairment would be measured by the difference between the carrying amount of the asset and its fair value.

The Company 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.

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

Fair value is estimated based on discounted future cash flows.

7 unchanged sentences

The reclassifications did not have any impact on net income.

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.

Certain Significant Risks and Uncertainties - As of July 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, 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.

tariffs on more than 60 countries, including China, Canada, Mexico, and Taiwan, 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.

5 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.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

Recent Accounting Pronouncements

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):

In November 2024 and January 2025, respectively, the FASB issued Accounting Standard Update (“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.

6 unchanged sentences

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):

18 unchanged sentences

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.

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, which 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.

5 unchanged sentences

The following table summarizes total net sales by segment:

For the three months ended

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Powered Vehicles Group $ 124,227 $ 123,514 $ 267,606 $ 245,612

3 unchanged sentences

The following table summarizes total net sales by sales channel:

For the three months ended

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

OEM $ 165,095 $ 173,757 $ 334,382 $ 330,078

2 unchanged sentences

Total net sales $ 358,122 $ 374,864 $ 726,779 $ 729,894

(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 as applicable.

(1) Aftermarket/non-OEM sales include sales to dealers and dealerships, distributors, sales through our websites, retail sales, and various others, including sales from our Marucci Sports, LLC subsidiary within each of these respective channels as applicable.

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

For the three months ended

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

North America $ 262,805 $ 271,676 $ 548,265 $ 543,977

4 unchanged sentences

Inventory consisted of the following:

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

Raw materials $ 238,765 $ 226,341

7 unchanged sentences

Prepaids and other current assets consisted of the following:

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

Prepaid chassis deposits $ 70,198 $ 67,203

4 unchanged sentences

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

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

Machinery and manufacturing equipment $ 189,727 $ 193,865

9 unchanged sentences

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

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

United States $ 176,225 $ 196,439

6 unchanged sentences

Accrued expenses consisted of the following:

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

Payroll and related expenses $ 29,569 $ 32,743

Current portion of lease liabilities 13,145 16,221

Warranty 14,201 15,173

Current portion of lease liabilities 12,459 16,221

Accrued sales rebate 9,185 7,031

Income tax payable 8,600 7,354

6 unchanged sentences

Activity related to warranties is as follows:

For the three months ended

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Beginning warranty liability $ 13,881 $ 19,113 $ 15,173 $ 21,593

20 unchanged sentences

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

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

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

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

The costs allocated to the Term A Loan are amortized using the interest method over the term of the Credit Facility.

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

2 unchanged sentences

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 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.

The Company paid $ 3,490 in debt amendment costs and related 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.

Fifth Amended Credit Agreement

On October 24, 2025, the Company entered into the Fifth Amendment to the Credit Agreement (the “Fifth Amendment”), which amended the Credit Agreement, dated as of April 5, 2022, as amended prior to the Fifth Amendment and as amended by the Fifth Amendment (the “Fifth 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.

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(in thousands)

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:

April 3, 2026 January 2, 2026

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 Fifth 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 Fifth 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 and amendment costs in connection with the Fifth Amendment, of which $ 5,782 was allocated between the Term Loan and the Revolving Credit Facility to be amortized over the term of the Fifth Amended Credit Agreement.

Additionally, the Company had $ 8,090 of remaining unamortized debt issuance costs related to the Credit Agreement, of which $ 6,313 was carried forward to the Fifth Amended Credit Agreement and $ 1,777 was written off as a loss on debt extinguishment during the fourth quarter of fiscal year 2025.

Sixth Amended Credit Agreement

On May 6, 2026, the Company entered into the Sixth Amendment to the Credit Agreement (the “Sixth Amendment”).

The Sixth Amendment amends the Credit Agreement, dated April 5, 2022, as amended prior to the Sixth Amendment, and as amended by the Sixth Amendment (the “Sixth Amended Credit Agreement”).

The Sixth Amendment, among other things, amends the margins for interest under the 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.

The Company paid $ 2,536 in debt amendment costs in connection with the Sixth Amendment, of which $ 2,432 was allocated between the Term Loan and the Revolving Credit Facility to be amortized over the term of the Sixth Amended Credit Agreement.

Debt issuance and amendment costs allocated 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 and amendment costs allocated 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.

FOX FACTORY HOLDING CORP.

Notes to Condensed Consolidated Financial Statements

(in thousands)

The Sixth 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 July 3, 2026.

At July 3, 2026, the one-month SOFR and three-month SOFR rates were 3.63 % and 3.63 %, respectively.

At July 3, 2026, our weighted-average interest rate on outstanding borrowing was 6.05 %.

The following table summarizes the revolver:

July 3, 2026 January 2, 2026

Amount outstanding $ 163,000 $ 150,000

2 unchanged sentences

Total borrowing capacity $ 500,000 $ 500,000

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

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

For fiscal year July 3, 2026

2026 $ 13,438

34 unchanged sentences

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

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.

At July 3, 2026 and January 2, 2026, the Company utilized $ 19,522 and $ 9,566 , out of a maximum of $ 30,500 and $ 38,300 of Ford allocation of chassis, respectively, and $ 28,840 and $ 11,152 , out of a maximum of $ 49,500 and $ 49,500 of GM allocation of chassis, respectively.

The Company incurred interest expenses related to bailment of $ 453 and $ 677 during the three months July 3, 2026 and January 2, 2026, respectively and $ 935 and $ 1,898 during the six months ended July 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 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

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

July 3, 2026 January 2, 2026

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

April 5, 2022 April 5, 2027 $ 100,000 $ 1,089 $ 1,068

11 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 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.

The unrealized gains and losses deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three and six months ended July 3, 2026 were net gains of $ 2,048 and $ 4,666 , respectively;

and for July 4, 2025 were a net gain of $ 2,130 and a loss of $ 1,818 , respectively.

The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three and six months ended July 3, 2026 were $ 499 and $ 970 respectively;

and for July 4, 2025 were $ 1,097 and $ 3,004 , respectively.

The aggregate tax effects on activity in accumulated other comprehensive income associated with the derivative instruments designated as cash flow hedges during three and six months ended July 3, 2026 were losses of $ 369 and $ 879 , respectively;

and for July 4, 2025 were a gain of $ 249 and a loss of $ 1,147 , respectively.

Over the next 12 months, the Company estimates that $ 1,733 of existing net gain in accumulated other comprehensive income (“AOCI”) related to the interest rate swap contracts will be reclassified as a decrease to interest expense.

FOX FACTORY HOLDING CORP.

3 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:

April 3, 2026 January 2, 2026

July 3, 2026 January 2, 2026

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

7 unchanged sentences

Total liabilities measured at fair value $ 4,842 $ 675,344 $ — $ 680,186 $ 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 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.

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

As of July 3, 2026, the carrying amount of the principal under the Company’s Sixth 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 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.

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

As of July 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

April 3, 2026 April 4, 2025

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Cost of sales $ 239 $ 347 $ 522 $ 645

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.

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

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

Unvested RSUs

4 unchanged sentences

Vested ( 320 ) $ 38.50

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.

Unvested at July 3, 2026 1,030 $ 22.73

As of July 3, 2026, the Company had approximately $ 19,790 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 1.97 years.

FOX FACTORY HOLDING CORP.

1 unchanged sentence

(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.

During the six months ended July 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.

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

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

Unvested PSUs

3 unchanged sentences

Canceled ( 7 ) $ 41.60

Unvested at April 3, 2026 1,045 $ 25.52

Unvested at July 3, 2026 1,052 $ 25.38

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 Per Share

Net Earnings (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.

3 unchanged sentences

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 Company excluded 288 and 241 shares from the calculation of diluted earnings per share for the three months ended July 3, 2026 and July 4, 2025, respectively, as these shares would have been antidilutive.

Due to the net loss reported for the six months ended July 3, 2026 and July 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

April 3, 2026 April 4, 2025

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

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Net income (loss) attributable to FOX stockholders $ 4,053 $ 2,744 $ ( 10,943 ) $ ( 256,950 )

Weighted average shares used to compute basic earnings per share 42,005 41,788 41,933 41,749

1 unchanged sentence

Weighted average shares used to compute diluted earnings per share 42,275 41,866 41,933 41,749

Net loss per share:

Net earnings (loss) per share:

Basic $ 0.10 $ 0.07 $ ( 0.26 ) $ ( 6.15 )

Diluted $ 0.10 $ 0.07 $ ( 0.26 ) $ ( 6.15 )

For the three months ended

April 3, 2026 April 4, 2025

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

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Provision (benefit) for income taxes $ 2,274 $ 2,800 $ 1,660 $ ( 837 )

Effective tax rates 36.0 % 50.9 % ( 17.8 ) % 0.3 %

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.

For the three months ended July 3, 2026, the difference between the Company’s effective tax rate of 36.0 % and the 21 % federal statutory rate was primarily due to unfavorable impact of discrete items in proportion to lower levels of pre-tax income.

For the six months ended July 3, 2026, the difference between the Company’s effective tax rate of ( 17.8 )% and the 21 % federal statutory rate was primarily due to lower pre‑tax earnings for the quarter and the tax effects of discrete items recognized in connection with the sale of the Arizona entities.

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

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

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.

15 unchanged sentences

Specialty Sports Group:

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).

This segment operates 8 plants and 10 distribution facilities (9 in the United States, 3 in Taiwan, and 1 facility each in Australia, Canada, 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.

6 unchanged sentences

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)

For the three months ended

April 3, 2026 April 4, 2025

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

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Powered Vehicles Group $ 124,227 $ 123,514 $ 267,606 $ 245,612

20 unchanged sentences

Strategic transformation costs (4)

( 2,832 ) — ( 5,467 ) ( 20 )

Interest and other expense, net ( 11,362 ) ( 12,631 ) ( 22,829 ) ( 24,716 )

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

Consolidated income (loss) before income taxes $ 6,308 $ 5,505 $ ( 9,324 ) $ ( 257,866 )

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

1 unchanged sentence

(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.

(4) Represents third-party consulting, advisory and other direct costs incurred in connection with the Company’s multi-phase profit optimization and transformation program and its review of strategic alternatives for non-core assets.

FOX FACTORY HOLDING CORP.

8 unchanged sentences

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

For the three months ended For the six months ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Powered Vehicles Group $ 108,407 $ 107,127 $ 229,230 $ 214,843

5 unchanged sentences

The consideration consisted of $ 5,000 in cash and a promissory note receivable of $ 22,575 , 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 Company recorded a $ 10,612 loss associated with the sale that is presented in other (income) expense, 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.

4 unchanged sentences

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 .

As of July 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

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.

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.

The sublease had a remaining term of approximately four years and was expected to provide aggregate sublease income of approximately $ 630 .

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

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