Every material Form 8-K Fox Factory has filed with the SEC since October 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Fox Factory reported third-quarter fiscal 2026 results, with net sales down 10.1% to $338.4 million and a GAAP net loss of $109.6 million that includes a $121.3 million loss on divestitures. Adjusted EBITDA rose to $50.4 million, but that figure includes about $12 million of IEEPA tariff refunds, and the company updated its fourth-quarter outlook and narrowed its fiscal 2026 adjusted EBITDA range.
Net sales were $338.4 million, down from $376.4 million a year earlier; GAAP net loss attributable to FOX stockholders was $109.6 million, or $2.61 per diluted share, versus a $0.6 million loss a year earlier.
Adjusted EPS was $0.54 versus $0.23, and adjusted EBITDA was $50.4 million versus $44.4 million, including about $12 million of IEEPA tariff refunds.
Total debt fell to $397.4 million from $673.5 million at January 2, 2026, after the Marucci Sports divestiture closed on September 25, 2026.
Fourth-quarter outlook: net sales of $287 million to $313 million and adjusted EBITDA of $25 million to $30 million; fiscal 2026 adjusted EBITDA of $143 million to $148 million excluding tariff refunds.
Fox Factory said preliminary third-quarter fiscal 2026 net sales and adjusted EBITDA came in below its guidance, and it lowered its fiscal 2026 outlook, including the divestiture of Marucci Sports, which closed September 25, 2026. CEO Michael Dennison stepped down and also left the Board, and director Douglas Grimm became interim CEO effective October 16, 2026, while the Board searches for a permanent CEO. Shareholders face lower expected results and a leadership change at the same time.
Q3 preliminary net sales of $336 million to $340 million, versus prior guidance of $355 million to $380 million; adjusted EBITDA of $38 million to $42 million, versus guidance of $46 million to $54 million (excluding about $12 million of IE
Fiscal 2026 net sales outlook lowered to $1.35 billion to $1.38 billion from $1.42 billion to $1.47 billion; adjusted EBITDA outlook of $140 million to $150 million excluding tariff refunds, versus prior $176 million to $196 million.
Michael Dennison stepped down as CEO and as a director effective October 15, 2026; Douglas Grimm was appointed Interim CEO effective October 16, 2026, with an annual base salary of $1,065,000.
The Board retained Heidrick & Struggles to search for a permanent CEO, and the company plans to hold its third-quarter earnings call on November 5, 2026.
Fox Factory Holding Corp. completed the sale of Wheelhouse Holdings, parent of baseball bat maker Marucci Sports, to Squared Up Holdings, an investor group led by Marucci senior management, on September 25, 2026. The Company received $200 million in cash, which it used to reduce borrowings under its credit facility, plus a $25 million subordinated note due December 31, 2026. The unaudited pro forma financial information filed with the 8-K shows a $120.1 million loss on the disposal, which weighs on shareholders even as it reduces debt.
Enterprise value of $225 million, paid as $200 million in cash and a $25 million subordinated convertible note
Note matures December 31, 2026; if unpaid, principal increases by $2.5 million and interest rises to 10% per year
Pro forma loss on disposal of $120.1 million and approximately $7.5 million in transaction costs
Pro forma six-month net sales fell to $647.6 million from $726.8 million historical
Fox Factory reported second-quarter fiscal 2026 results for the period ended July 3, 2026. Net sales fell 4.5% to $358.1 million and adjusted earnings per diluted share fell to $0.37 from $0.40, while GAAP net income rose to $4.1 million, or $0.10 per diluted share, from $2.7 million. The company raised its fiscal 2026 net sales guidance and narrowed its adjusted EBITDA guidance, which matters to shareholders because sales and profit signals point in different directions.
Q2 net sales were $358.1 million versus $374.9 million a year earlier; Specialty Sports Group fell 9.4% and Powered Vehicles Group rose 0.6%.
Q2 adjusted EBITDA was $45.5 million, including about $2 million of IEEPA tariff refunds, with a margin of 12.7% versus 13.1% a year earlier.
Fiscal 2026 guidance: net sales of $1.42 billion to $1.47 billion (raised) and adjusted EBITDA of $176 million to $196 million (narrowed).
Third-quarter guidance: net sales of $355 million to $380 million and adjusted EBITDA of $46 million to $54 million.
Fox Factory reported first-quarter fiscal 2026 net sales of $368.7 million, up 3.9%, and a net loss of $15.0 million, versus a $259.7 million loss a year earlier that included a $262.1 million goodwill impairment. Adjusted EBITDA fell to $35.7 million from $39.6 million, and the company reaffirmed its full-year fiscal 2026 guidance. On May 6, 2026, it also amended its credit agreement, changing borrowing margins and the net leverage covenant.
Net sales were $368.7 million, up from $355.0 million; net loss was $15.0 million, or $0.36 per diluted share, versus a $259.7 million loss a year earlier.
Adjusted EBITDA was $35.7 million versus $39.6 million, and adjusted earnings per diluted share were $0.18 versus $0.23.
Second-quarter fiscal 2026 guidance: net sales of $343 million to $365 million and adjusted EBITDA of $32 million to $40 million; full-year guidance reaffirmed.
On May 6, 2026, the company signed a Sixth Amendment to its credit agreement with Wells Fargo Bank as administrative agent; the net leverage covenant is 5.00 through January 1, 2027, stepping down to 4.00 from June 30, 2028.
Fox Factory expanded its board from eight to nine directors and appointed Douglas J. Grimm as a Class I director effective March 25, 2026, under a cooperation agreement with activist investor Engine Capital L.P. and its affiliates. Mr. Grimm will also serve on the Audit and Transformation Committees, and the board will nominate him for election at the 2026 annual meeting.
Douglas J. Grimm appointed to the board effective March 25, 2026; board increased by one to nine directors
Grimm's term expires at the 2026 annual meeting; the board will nominate him for a term ending at the 2029 annual meeting
Grimm joins the Audit Committee and Transformation Committee
Appointment follows the Cooperation Agreement with Engine Capital dated February 8, 2026
Fox Factory reported fourth-quarter fiscal 2025 net sales of $361.1 million, up 2.3%, but posted a net loss of $287.0 million, or $6.86 per diluted share, driven mainly by goodwill impairment. Adjusted EBITDA fell to $35.0 million from $40.4 million, and the company launched a Phase 2 profit plan and introduced fiscal 2026 guidance for adjusted EBITDA of $174 million to $203 million.
Q4 net sales rose 2.3% to $361.1 million; net loss was $287.0 million, or $6.86 per diluted share, versus a $0.1 million loss a year earlier.
Adjusted EPS was $0.20 versus $0.31 in the prior-year quarter; adjusted EBITDA was $35.0 million versus $40.4 million.
Full-year fiscal 2025 goodwill impairment was $557.3 million; goodwill fell to $83.6 million from $639.5 million.
Phase 2 targets about $40 million in additional savings in 2026; fiscal 2026 net sales guidance is $1.328 billion to $1.416 billion, and the company expects to divest its Phoenix, Arizona AAG operations by the end of Q1 fiscal 2026.
Fox Factory Holding Corp. expanded its board to eight directors and appointed Alan L. Bazaar as a Class II director effective February 13, 2026. The company also formed a Transformation Committee to oversee management's efforts on profitability, cost-cutting and margin improvement, following a Cooperation Agreement with Engine Capital L.P. and its affiliates dated February 8, 2026.
Alan L. Bazaar appointed as Class II director effective February 13, 2026, with a term expiring at the 2027 annual meeting
Board increased by one seat to a total of eight directors
Bazaar joins the Compensation, Nominating and Corporate Governance, and newly formed Transformation Committees
Filing states Bazaar receives the same non-employee director benefits, pro-rated from his appointment date
On February 8, 2026, Fox Factory entered a cooperation agreement with Engine Capital L.P. and its affiliates, announced February 9. The company will add Alan L. Bazaar and a second independent director with manufacturing operations experience, and will form a Transformation Committee to oversee profitability, cost-cutting and margin improvement. Chairman Dudley W. Mendenhall and director Ted D. Waitman will leave the board by the 2026 annual meeting, and the filing reports no financial results.
Agreement dated February 8, 2026 with Engine Capital L.P. and certain affiliates; Alan L. Bazaar to join the board within ten business days.
A second independent director with executive-level manufacturing operations experience to be added as a Class I director, with a term expiring at the 2026 annual meeting.
Transformation Committee to be chaired by Sidney Johnson; management to retain a nationally recognized consulting firm to reduce costs and improve margins.
Dudley W. Mendenhall will not stand for re-election and Ted D. Waitman will resign, both effective no later than the 2026 annual meeting; board size capped at seven without Engine Capital's consent.
Fox Factory reported third-quarter fiscal 2025 results on November 6, 2025, with net sales up 4.8% to $376.4 million but a net loss of $0.6 million, compared with net income of $4.8 million a year earlier. The company said its Specialty Sports Group underperformed as customers reduced inventories, and it updated its fourth-quarter and full-year 2025 outlook, now expecting fourth-quarter adjusted earnings per diluted share of $0.05 to $0.25. The company also reduced debt by $17 million and extended its credit agreement through October 2030.
Q3 net sales rose 4.8% to $376.4 million, but net loss was $0.6 million, or $0.02 per diluted share, versus net income of $4.8 million, or $0.11, a year earlier
Q3 adjusted earnings per diluted share were $0.23, down from $0.35; adjusted EBITDA was $44.4 million, up 5.7%
Fourth-quarter net sales now expected at $340 million to $370 million
Fiscal 2025 net sales expected at $1.445 billion to $1.475 billion and adjusted EPS at $0.92 to $1.12
Fox Factory entered into a Fifth Amendment to its credit agreement on October 24, 2025, with Wells Fargo as administrative agent, replacing existing loans with a $537.5 million term loan, a $500.0 million revolver and up to $175.0 million of incremental capacity. The company borrowed $710 million under the amended agreement and used it to repay all prior amounts owed, with the facilities due October 24, 2030.
Borrowed $710 million: $537.5 million term loan plus $172.5 million under the $500.0 million revolving credit facility
Facilities mature October 24, 2030; term loan repaid in quarterly installments of $6,718,750
Maximum Consolidated Net Leverage Ratio set at 4.50 through January 2, 2026, stepping down to 4.00 from July 3, 2026
Interest on SOFR loans set at a margin of 1.00% to 2.50%
Fox Factory reported fiscal second-quarter 2025 net sales of $374.9 million, up 7.6% from a year earlier, while net income fell to $2.7 million from $5.4 million. Adjusted earnings per diluted share rose to $0.40 from $0.38, and the company raised its expected full-year tariff expense to upwards of $50 million from about $38 million.
Q2 net sales $374.9 million vs. $348.5 million a year earlier; diluted EPS $0.07 vs. $0.13; adjusted diluted EPS $0.40 vs. $0.38
Six months ended July 4, 2025: net loss of $257.0 million, driven by a $262.1 million goodwill impairment
Full-year 2025 outlook: net sales $1.45 billion to $1.51 billion; adjusted EPS $1.60 to $2.00
Third-quarter 2025 outlook: net sales $370 million to $390 million; adjusted EPS $0.45 to $0.65
Fox Factory reported first-quarter fiscal 2025 net sales of $355 million, up 6.5% from a year earlier, but a $262.1 million goodwill impairment drove a net loss attributable to stockholders of $259.7 million, or $6.23 per diluted share. Adjusted earnings per diluted share fell to $0.23 from $0.29, and the company reaffirmed its full-year 2025 guidance while giving a second-quarter outlook.
Net sales rose $22 million, or 6.5%, to $355.0 million; the company cited tariff-related uncertainty and challenging end-market demand.
The goodwill impairment followed adverse U.S. tariff policy changes and a sustained decline in the stock price; goodwill fell to $377.2 million from $639.5 million.
Second-quarter guidance calls for net sales of $340 million to $360 million and adjusted earnings per diluted share of $0.32 to $0.62.
For fiscal 2025, the company reaffirmed net sales of $1.385 billion to $1.485 billion and adjusted earnings per diluted share of $1.60 to $2.60.
Fox Factory reported fourth-quarter fiscal 2024 net sales of $352.8 million, up 6.1% from a year earlier, but GAAP earnings per diluted share were breakeven versus $0.10 a year earlier, and adjusted earnings per diluted share fell to $0.31 from $0.48. The company also issued fiscal 2025 guidance calling for net sales of $1.385 billion to $1.485 billion and adjusted earnings per diluted share of $1.60 to $2.60, excluding any effects of ongoing tariff developments.
Q4 net sales were $352.8 million, up from $332.5 million; Specialty Sports Group sales rose 33.3%, while Aftermarket Applications Group and Powered Vehicles Group sales fell 7.1% and 1.8%.
Q4 GAAP net loss attributable to FOX stockholders was $0.1 million, compared with net income of $4.1 million a year earlier; adjusted EPS was $0.31 versus $0.48.
Fiscal 2024 net sales fell 4.8% to $1,393.9 million, and GAAP EPS was $0.16 versus $2.85; total debt was $705.1 million at January 3, 2025.
Fiscal 2025 guidance: net sales of $1.385 billion to $1.485 billion and adjusted EPS of $1.60 to $2.60; first-quarter adjusted EPS guidance is $0.12 to $0.32.
Fox Factory Holding Corp. entered into a Fourth Amendment to its credit agreement with Wells Fargo Bank, National Association, as administrative agent, on December 20, 2024. The amendment loosens the Consolidated Net Leverage Ratio and Consolidated Interest Coverage Ratio covenants and adds a temporary Covenant Relief Period with tighter limits on certain investments and acquisitions.
Fourth Amendment dated December 20, 2024 amends the credit agreement originally dated April 5, 2022
Net leverage and interest coverage covenants revised to provide the company additional flexibility
During the Covenant Relief Period, limits apply to certain investments and acquisitions
Full amendment filed as Exhibit 10.1; the filing does not disclose dollar amounts or the covenant levels
Fox Factory reported third-quarter fiscal 2024 net sales of $359.1 million, up 8.5% from a year earlier, but net income fell to $4.8 million from $35.3 million and diluted EPS dropped to $0.11 from $0.83. The company said revenue and EPS landed at the low end of its guidance range and updated its full-year fiscal 2024 outlook, which now calls for net sales of $1.341 billion to $1.381 billion and adjusted EPS of $1.27 to $1.42.
Q3 net sales were $359.1 million, up from $331.1 million; the Marucci acquisition contributed $49.6 million.
Q3 diluted EPS was $0.11 versus $0.83 a year earlier; adjusted diluted EPS was $0.35 versus $1.05.
For Q4 fiscal 2024, the company expects net sales of $300 million to $340 million and adjusted EPS of $0.25 to $0.40.
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