Fox Factory Holding Corp.

Item 1.01. Entry into a Material Definitive Agreement. As previously announced, on September 25, 2026, Fox Factory, Inc. (the “Seller”), a California corporation and a wholly owned subsidiary of Fox Factory Holding Corp., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) with Squared Up Holdings, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which the Purchaser acquired all of the issued and outstanding shares of capital stock of Wheelhouse Holdings Inc. (“Wheelhouse”), a Delaware corporation and a wholly owned subsidiary of the Seller immediately prior to the transaction (the “Marucci Divestiture”). The Marucci Divestiture closed simultaneously with the entry into the Agreement. Purchaser is an acquisition vehicle for an investor group led by and including members of the senior management of Marucci (as defined below). Wheelhouse is the parent company of the operating entity, Marucci Sports, LLC (“Marucci”), which is a designer, manufacturer, and marketer of premium wood, aluminum and composite baseball bats as well as other diamond sports products. The sale price of Wheelhouse was based on an enterprise value of $225 million. The sale price was paid via a combination of (a) $200 million in cash and (b) $25 million in the form of principal and interest payable pursuant to an unsecured subordinated convertible promissory note (the “Note”), with the cash consideration subject to certain adjustments based on matters such as unpaid transaction expenses, net working capital and cash and debt balances of Wheelhouse at the time of the closing. After all adjustments, Seller received net cash proceeds at closing of $200 (in addition to the Note) and applied those cash proceeds to reduce outstanding borrowings under the Company’s credit facility. The Company incurred approximately $7.5 million in transaction related costs, which did not reduce the closing cash proceeds but the Company intends to satisfy such expenses separately with cash on hand. The Agreement further includes a $250,000 collar on post-closing adjustments, upward or downward, to the purchase price. The Note, with an original aggregate principal amount of $24,700,000 due on December 31, 2026 (the “Maturity Date”), bears interest at the rate of 4.55% per annum until the Maturity Date and, if not repaid in full on the Maturity Date, 10% per annum thereafter until the earlier of (x) repayment of the Note in full and (y) the date on which the Note is converted as described below. Interest will be paid in kind by increasing the outstanding principal balance of the Note (the “PIK Interest”) on the first day of each calendar quarter, beginning January 1, 2027. If the Note is not repaid in full on the Maturity Date, the principal amount will be automatically increased by an additional $2,500,000 plus the PIK Interest described above. To the extent the Note is not repaid in full on the Maturity Date, the Seller may, in its sole discretion, convert all (but not less than all) of the outstanding principal amount and accrued but unpaid interest as of the date of conversion into a percentage of the equity of the parent company of the Purchaser (“Intermediate Co.”) equal to the outstanding amount of principal and interest divided by the lesser of (i) $225 million and (ii) the fair market value of Intermediate Co.’s outstanding equity interests on the conversion date. The Purchaser may prepay the Note at any time prior to the Maturity Date without penalty or premium; provided, however, that any prepayment will require payment of an aggregate amount of $25 million in principal and interest. The Purchaser must repay the Note upon certain equity capital raises by the Purchaser and its affiliates in excess of $5 million in the aggregate and upon certain other customary casualty, asset disposition, change of control and debt issuance events. The Note is subordinated to the senior secured debt of the Purchaser under its credit agreement entered in connection with the Marucci Divestiture and contains customary events of default and related remedies. The Agreement contains customary representations, warranties and covenants. In addition, in connection with the Marucci Divestiture, the Seller also entered into a transition services agreement with the Purchaser to provide certain ongoing services to the Purchaser and Wheelhouse on a transitional basis. The foregoing summaries of the material terms of the Agreement and the Note do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete text of the Agreement and the Note, which are attached to this Current Report on Form 8-K as Exhibits 2.1 and 10.1, respectively, and are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 above with respect to the Agreement is incorporated herein in its entirety.