FOX FACTORY HOLDING CORP 8-K

What Happened
Fox Factory Holding Corp. filed an 8-K on February 13, 2026 reporting that its board increased to eight directors and appointed Alan L. Bazaar as a Class II director effective February 13, 2026. Mr. Bazaar’s term expires at the Company’s 2027 annual meeting. The board also formed a new Transformation Committee to oversee management’s efforts on profitability, cost-cutting and margin improvement. The appointment was made pursuant to a Cooperation Agreement dated February 8, 2026 with Engine Capital L.P. and certain affiliates.

Key Details

• Board size increased from seven to eight directors; Alan L. Bazaar appointed as Class II director effective Feb 13, 2026.
• Mr. Bazaar was assigned to the Compensation Committee, Nominating & Corporate Governance Committee, and the newly formed Transformation Committee.
• Appointment follows the Cooperation Agreement with Engine Capital L.P. dated Feb 8, 2026 (previously disclosed).
• Mr. Bazaar will receive the same pro-rated director compensation and benefits as other non-employee directors; no transactions or relationships requiring Item 404(a) disclosure were reported.

Why It Matters
This filing documents a governance change tied to the Company’s Cooperation Agreement with an investor (Engine Capital) and establishes a board-level committee focused on improving profitability and margins. For investors, the additions signal increased board oversight on cost structure and operational performance; shareholders should monitor future disclosures for concrete initiatives from the Transformation Committee and any impact on financial results or strategy.