FOX FACTORY HOLDING CORP
For the period ended Oct 2, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 2, 2026 · Filed Nov 6, 2026
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended October 2, 2026, none of our officers or directors (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement(as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Change in Control Agreements
On November 4, 2026, Fox Factory Holding Corp. entered into Change in Control Agreements with certain of its executive officers, including Dennis C. Schemm, Toby D. Merchant and Brendan R. Enick (each of whom is a named executive officer of the Company). Each agreement provides for the following if the executive is terminated without cause or resigns for good reason in connection with a change in control, subject to signing a release of claims:
a lump-sum payment equal to two times the sum of the executive’s base salary and target annual bonus;
Company-paid COBRA premiums, or equivalent cash payments, for up to 24 months; and
a payment providing the full value of outstanding performance share units at target performance, to the extent not otherwise provided in connection with the change in control (or, for units not assumed in the change in control, at closing without regard to termination).
The agreements replace base salary severance and health care continuation under the executive’s employment agreement, and provide no tax gross-up.
The foregoing description is qualified in its entirety by reference to the form of Change in Control Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Retirement and Transition Agreement with Michael C. Dennison
As previously reported in the Company's Current Report on Form 8-K filed on October 16, 2026, Michael C. Dennison stepped down as Chief Executive Officer and resigned from the Board effective October 15, 2026. On November 4, 2026, the Company and Mr. Dennison entered into a Retirement and Transition Agreement (the "Transition Agreement"). Under the Transition Agreement, Mr. Dennison will remain employed as a non-executive Advisor until his retirement on August 15, 2027, at an annual base salary of $240,000. He remains eligible for a fiscal 2026 annual bonus based on actual performance (without negative discretion), prorated through October 15, 2026. His outstanding equity awards will continue to vest through his retirement date, and his retirement will be treated as a qualified retirement for purposes of those awards. The Company will also pay his COBRA premiums through December 31, 2027 (or, if earlier, until he becomes eligible for coverage with a new employer) and transfer his Company vehicle to him. If the Company terminates his employment without cause before his retirement date, he will receive the same compensation, benefits and equity vesting as if he had remained employed through that date. The Transition Agreement includes a release of claims by Mr. Dennison.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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