FOX FACTORY HOLDING CORP 8-K

What Happened
Fox Factory Holding Corp announced a Sixth Amendment to its Credit Agreement and Third Amendment to its Guaranty and Security Agreement on May 6, 2026. The amendment (with Wells Fargo as administrative agent) changes interest margins, revises covenant terms and mandatory prepayment rules, and sets a schedule of financial covenant requirements through 2028. The company also issued a press release on May 7, 2026 reporting its first fiscal quarter results for the period ended April 3, 2026.

Key Details

• Amendment counterparties: Fox Factory, certain subsidiaries, Wells Fargo Bank, N.A., and a group of lenders; effective May 6, 2026.
• Interest margins: SOFR loans now bear term SOFR + margin of 1.00%–2.75% (based on Consolidated Net Leverage Ratio); base rate loans bear the higher of Federal Funds + 0.50%, Prime, or 1-month term SOFR + 1.00%, plus a margin of 0.00%–1.75%. Interest rate floors remain in place.
• Covenant schedule (Consolidated Net Leverage Ratio): max 5.00 for quarters ending July 3, 2026–Jan 1, 2027; 4.75 for Apr 2–July 2, 2027; 4.50 for Oct–Dec 2027; 4.25 for Mar 31, 2028; 4.00 for quarters ending June 30, 2028 and thereafter. Company may elect to increase by 0.50 (capped at 4.50) for four quarters after certain acquisitions >$75.0M (not during the Covenant Relief Period).
• Interest coverage covenant: minimum Consolidated Interest Coverage Ratio of 2.50 through quarters ending June 30, 2028; 2.75 starting quarters ending Sept 29, 2028 and thereafter.
• Covenant Relief Period: certain negative covenants (indebtedness, investments, restricted payments) are modified/tightened for a period ending on delivery of the compliance certificate for the quarter ending June 30, 2028, while the amendment also provides temporary covenant relief/“cushion” to help meet financial covenant requirements.
• Filings: Amendment filed as Exhibit 10.1; Q1 FY2026 press release filed as Exhibit 99.1 to the Form 8-K (filed May 7, 2026).

Why It Matters
This amendment changes Fox Factory’s borrowing costs and borrowing constraints. Interest margins are now tied more directly to leverage (SOFR- and base-rate pricing with specified spreads), so higher leverage will mean higher interest expense. The staged covenant targets give the company runway to reduce leverage over time but impose clear leverage and interest-coverage targets through mid- to late-2028. For investors, these changes affect liquidity flexibility, potential deal-making (acquisition carve-out noted), and the company’s cost of debt—factors that can influence cash flow and shareholder returns.