FOXF

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.e618d017.1786388857.cfa012f9

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

EX-99.1

3 exhibit9912026q1pressrelea.htm

EX-99.1

Document

Exhibit 99.1

Fox Factory Holding Corp. Reports First Quarter Fiscal 2026 Financial Results

DULUTH, Georgia, May 7, 2026 - Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX” or the “Company”), a premium brand and a global leader in the design, engineering and manufacturing of performance-defining products and systems for customers worldwide, today reported financial results for the first fiscal quarter ended April 3, 2026.

First Quarter Fiscal 2026 Highlights

•Net sales increased 3.9% year-over-year to $368.7 million, reaching the high end of guidance

•Net loss of $15.0 million, or $0.36 per diluted share, included charges associated with divestitures in its AAG segment — compared to net loss of $259.7 million, or $6.23 per diluted share, in the prior year quarter which included goodwill impairment

•Adjusted earnings per diluted share of $0.18, compared to $0.23 in the prior year quarter

•Adjusted EBITDA of $35.7 million exceeded the high end of our guidance range

•Reaffirming approximately $50 million of fiscal 2026 cost savings; Phase 2 actions on schedule

•Completed the divestiture of the Phoenix, Arizona AAG operations — including the Shock Therapy, Upfit UTV, and Geiser businesses — with proceeds dedicated to debt reduction

Mike Dennison, FOX's Chief Executive Officer, commented, “We delivered a solid first quarter, with revenue at the high end of our guidance range and adjusted EBITDA exceeding the high end of our guidance range. The team is executing against the plan we laid out in February — taking cost out, sharpening the portfolio, and building resilience in an end-market environment that remains subdued. Phase 1 carryover benefits are flowing through as expected, Phase 2 is on schedule, and we are on track to deliver approximately $50 million in cost savings this year.”

Mr. Dennison continued, “The completion of the Phoenix divestiture during the quarter further focuses our portfolio on the core, higher-margin businesses that define Fox Factory. Combined with our disciplined approach to capital allocation and balance sheet management, these actions position us to deliver meaningful operating leverage as our end markets accelerate — and be structurally stronger across our market leading product categories.”

1

First Quarter 2026 Results

Net sales for the first quarter of fiscal 2026 were $368.7 million, an increase of 3.9%, as compared to net sales of $355.0 million in the first quarter of fiscal 2025. This increase reflects a $21.3 million or 17.4% increase in Powered Vehicles Group (“PVG”) net sales, and a $2.9 million or 2.6% increase in Aftermarket Applications Group (“AAG”) net sales, partially offset by a $10.5 million or 8.7% decrease in Specialty Sports Group (“SSG”) net sales. The increase in PVG net sales from $122.1 million to $143.4 million is mainly attributed to strengthening demand in powersports and continued momentum in the automotive aftermarket. The increase in AAG net sales from $111.9 million to $114.8 million is driven by improved performance in our upfitting product lines and stable aftermarket product sales. The decrease in SSG net sales from $121.0 million to $110.5 million primarily reflects distributor and dealer inventory destocking and a difficult prior-year comparison given the industry’s first half 2025 order pull-forward.

Gross margin was 28.9% for the first quarter of fiscal 2026, compared to gross margin of 30.9% in the first quarter of fiscal 2025. The decrease in gross margin was primarily driven by the net impact of tariffs and shifts in our product line mix.

Total operating expenses were $100.4 million, or 27.2% of net sales, for the first quarter of fiscal 2026, compared to $360.3 million, or 101.5% of net sales in the first quarter of fiscal 2025. Operating expenses decreased by $259.8 million, driven primarily by a $262.1 million goodwill impairment recorded in the first quarter of fiscal 2025. Adjusted operating expenses were $85.5 million, or 23.2% of net sales, in the first quarter of fiscal 2026, compared to $84.4 million, or 23.8% of net sales, in the first quarter of the prior fiscal year.

Other expense, net for the first quarter of fiscal 2026 was $9.6 million, an increase of $9.8 million from $0.1 million other income, net in the first quarter of fiscal 2025. The increase in other expense, net was primarily attributable to a $10.0 million loss on divestiture of the Phoenix, Arizona AAG operations.

Income tax benefit was $0.6 million in the first quarter of fiscal 2026, compared to $3.6 million in the first quarter of fiscal 2025. For the first quarter of fiscal 2026, the difference between the Company’s effective tax rate of 3.9% and the 21% federal statutory rate was primarily attributable 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 bu

foxf-202602260001424929false00014249292026-02-262026-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2026 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 26, 2026, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its fourth fiscal quarter ended January 2, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated February 26, 2026.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:February 26, 2026 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202511060001424929false00014249292025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2025 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 6, 2025, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its third fiscal quarter ended October 3, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated November 6, 2025.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:November 6, 2025 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202508070001424929false00014249292025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2025 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 7, 2025, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its second fiscal quarter ended July 4, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated August 7, 2025.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:August 7, 2025 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202505080001424929false00014249292025-05-082025-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2025 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 8, 2025, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its first fiscal quarter ended April 4, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated May 8, 2025.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:May 8, 2025 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202502270001424929false00014249292025-02-272025-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2025 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 27, 2025, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its fourth fiscal quarter ended January 3, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated February 27, 2025.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:February 27, 2025 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202410310001424929false00014249292024-10-312024-10-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2024 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On October 31, 2024, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its third fiscal quarter ended September 27, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated October 31, 2024.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:October 31, 2024 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202407311/30001424929false00014249292024-07-312024-08-0100014249292025-01-032025-01-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2024 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 1, 2024, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its second fiscal quarter ended June 28, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information furnished with Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 31, 2024, the Board of Directors of the Company approved and adopted the Second Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), which became effective upon such approval and adoption. The amendments to the Amended and Restated Bylaws, among other things: (i) update and revise the definition of “Acting in Concert” such that a person will be deemed to be “Acting in Concert” with another person only if such person knowingly acts pursuant to an express agreement, arrangement or understanding with such other person toward a common goal relating to the management, governance or control of the Company; (ii) add a new Section 2.5(c)(iii) and revise Section 2.5(h) to update the procedural and informational requirements for director nominations submitted by stockholders to reflect the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Exchange Act; (iii) revise Section 2.5(c)(iv) to remove “any other material relationships” from the scope of agreements, arrangements and understandings that must be disclosed between a proposed director nominee and a nominating stockholder; (iv) revise Section 2.5(c)(iv) to remove affiliates, associates and any other persons with whom a proposed director nominee is “Acting in Concert” from the list of parties with whom monetary agreements, arrangements and understandings must be disclosed; (v) revise Sections 2.6 and 2.7 to add and revise certain stockholder meeting mechanics regarding notices in the event of adjournment and preparation of stockholder lists based on recent amendments to the Delaware General Corporation Law (the “DGCL”); (vi) add a new Section 2.15 to clarify stockholder meeting notice procedures and conform such procedures to the requirements of the DGCL; and (vii) make other ministerial and technical changes. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Bylaws, which are

foxf-202405020001424929false00014249292024-05-022024-05-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2024 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 3, 2024, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its first fiscal quarter ended March 29, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated May 3, 2024.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:May 2, 2024 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202402220001424929false00014249292024-02-222024-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 22, 2024 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 22, 2024, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its fourth fiscal quarter ended December 29, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated February 22, 2024.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:February 22, 2024 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202311010001424929false00014249292023-11-012023-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2023 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 2, 2023, Fox Factory Holding Corp. (the “Company”) issued a press release containing the Company’s financial results for its third fiscal quarter ended September 29, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 8.01 Other Events. On November 1, 2023, the Company's Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to $300 million of the Company's common stock, par value $0.01 per share (“Common Stock”). Repurchases of shares of Common Stock under the stock repurchase plan will be made in accordance with applicable securities laws and may be made under a variety of methods, which may include open market purchases. The extent to which the Company repurchases shares of Common Stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company. 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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated November 2, 2023.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:November 2, 2023 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202308030001424929false00014249292023-08-032023-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2023 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 3, 2023, Fox Factory Holding Corp. (“Fox”) issued a press release containing Fox’s financial results for its second fiscal quarter ended June 30, 2023. A copy of Fox’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated August 3, 2023.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:August 3, 2023 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202305040001424929false00014249292023-05-042023-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On May 4, 2023, Fox Factory Holding Corp. (“Fox”) issued a press release containing Fox’s financial results for its first fiscal quarter ended March 31, 2023. A copy of Fox’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated May 4, 2023.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:May 4, 2023 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202304050001424929false00014249292023-04-052023-04-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2023 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of Principal Executive Offices) (Zip Code) (831) 274-6500 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On April 5, 2023, Fox Factory Holding Corp. (the “Company”) announced the departure of Scott R. Humphrey, the Company’s Chief Financial Officer and Treasurer. Mr. Humphrey’s departure was not the result of any disagreement regarding the Company’s operations, policies or practices. The Company reaffirms, as of April 5, 2023, its previously issued guidance for the first quarter and fiscal year 2023, as stated in the Company’s press release, furnished as Exhibit 99.1 to the Company’s 8-K filed on February 23, 2023 with the Securities and Exchange Commission. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:April 5, 2023 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202302230001424929false00014249292023-02-232023-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2023 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On February 23, 2023, Fox Factory Holding Corp. (“Fox”) issued a press release containing Fox’s financial results for its fourth fiscal quarter ended December 30, 2022. A copy of Fox’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated February 23, 2023.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:February 23, 2023 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202211030001424929false00014249292022-11-032022-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2022 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On November 3, 2022, Fox Factory Holding Corp. (“Fox”) issued a press release containing Fox’s financial results for its third fiscal quarter ended September 30, 2022. A copy of Fox’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated November 3, 2022.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:November 3, 2022 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202208050001424929false00014249292022-08-052022-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2022 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of Principal Executive Offices) (Zip Code) (831) 274-6500 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On August 4, 2022, management of Fox Factory Holding Corp. (the “Company”) held a conference call relating to financial results for the second quarter ended July 1, 2022, as well as Company developments. A replay of the conference call is available on the Company’s website in the Investor Relations section of the Company’s website at http://www.ridefox.com. The text of the transcript of the conference call is furnished as Exhibit 99.1 hereto and is hereby incorporated herein by reference. During the conference call, as reflected in the transcript of such call attached as Exhibit 99.1 hereto, management of the Company referenced the following non-Generally Accepted Accounting Principles (“GAAP”) financial measures: “non-GAAP adjusted gross margin,” “non-GAAP operating expense,” “non-GAAP adjusted net income,” “non-GAAP adjusted earnings per diluted share,” “adjusted EBITDA,” and “adjusted EBITDA margin.” The Company defines non-GAAP adjusted gross profit as gross profit margin adjusted for certain strategic transformation costs, and non-GAAP adjusted gross margin as non-GAAP adjusted gross profit divided by sales. The Company defines non-GAAP operating expense as operating expense adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs. The Company defines non-GAAP adjusted net income as net income adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs, all net of applicable tax. These adjustments are more fully described in the tables included under “Non-GAAP Financial Measures” in the press release attached as Exhibit 99.2 hereto and incorporated herein by reference. Non-GAAP adjusted earnings per diluted share is defined as non-GAAP adjusted net income divided by the weighted average number of diluted shares of common stock outstanding during the period. The Company defines adjusted EBITDA as net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs that are more fully described in the tables included under “Non-GAAP Financial Measures” in the press release attached as Exhibit 99.2 hereto and incorporated herein by reference. Adjusted EBITDA margin is defined as adjusted EBITDA divided by sales. The Company includes these non-GAAP financial measures because it believes they allow investors to understand and evaluate the Company’s core operating performance and trends. In particular, the exclusion of certain items in calculating non-GAAP operating expense, non-GAAP adjusted net income and adjusted EBITDA (an

foxf-202208040001424929false00014249292022-08-042022-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of principal executive offices) (Zip Code) (831) 274-6500 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On August 4, 2022, Fox Factory Holding Corp. (“Fox”) issued a press release containing Fox’s financial results for its second fiscal quarter ended July 1, 2022. A copy of Fox’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith:

Exhibit NumberDescription 99.1 Press Release, dated August 4, 2022.

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp. Date:August 5, 2022 By:/s/ Michael C. Dennison

Michael C. Dennison Chief Executive Officer

foxf-202205050001424929false00014249292022-05-052022-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2022 Date of Report (date of earliest event reported)

Fox Factory Holding Corp. (Exact name of Registrant as Specified in its Charter)

Delaware 001-36040 26-1647258 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300 Duluth, GA 30097 (Address of Principal Executive Offices) (Zip Code) (831) 274-6500 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Common Stock, par value $0.001 per shareFOXFThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition. On May 5, 2022, management of Fox Factory Holding Corp. (the “Company”) held a conference call relating to financial results for the first quarter ended April 1, 2022, as well as Company developments. A replay of the conference call is available on the Company’s website in the Investor Relations section of the Company’s website at http://www.ridefox.com. The text of the transcript of the conference call is furnished as Exhibit 99.1 hereto and is hereby incorporated herein by reference. During the conference call, as reflected in the transcript of such call attached as Exhibit 99.1 hereto, management of the Company referenced the following non-Generally Accepted Accounting Principles (“GAAP”) financial measures: “non-GAAP adjusted gross margin,” “non-GAAP operating expense,” “non-GAAP adjusted net income,” “non-GAAP adjusted earnings per diluted share,” “adjusted EBITDA,” and “adjusted EBITDA margin.” The Company defines non-GAAP adjusted gross profit as gross profit margin adjusted for certain strategic transformation costs, and non-GAAP adjusted gross margin as non-GAAP adjusted gross profit divided by sales. The Company defines non-GAAP operating expense as operating expense adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs. The Company defines non-GAAP adjusted net income as net income adjusted for amortization of purchased intangibles, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs, all net of applicable tax. These adjustments are more fully described in the tables included under “Non-GAAP Financial Measures” in the press release attached as Exhibit 99.2 hereto and incorporated herein by reference. Non-GAAP adjusted earnings per diluted share is defined as non-GAAP adjusted net income divided by the weighted average number of diluted shares of common stock outstanding during the period. The Company defines adjusted EBITDA as net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, patent litigation-related expenses, acquisition and integration-related expenses, and strategic transformation costs that are more fully described in the tables included under “Non-GAAP Financial Measures” in the press release attached as Exhibit 99.2 hereto and incorporated herein by reference. Adjusted EBITDA margin is defined as adjusted EBITDA divided by sales. The Company includes these non-GAAP financial measures because it believes they allow investors to understand and evaluate the Company’s core operating performance and trends. In particular, the exclusion of certain items in calculating non-GAAP operating expense, non-GAAP adjusted net income and adjusted EBITDA (and ac