Fox Factory Divests Marucci for $225M Enterprise Value

What Happened Fox Factory Holding Corp (through subsidiary Fox Factory, Inc.) announced on September 25, 2026 that it sold Wheelhouse Holdings Inc., the parent of Marucci Sports, LLC, to Squared Up Holdings, LLC. The transaction closed the same day at an enterprise value of $225 million. Consideration was $200 million in cash plus a $25 million unsecured subordinated convertible promissory note; Fox applied the cash proceeds to reduce outstanding borrowings under its credit facility. Fox also entered a transition services agreement to provide certain post‑closing support to the buyer.

Key Details

• Sale closed September 25, 2026; purchaser: Squared Up Holdings, LLC (an investor vehicle led by Marucci senior management).
• Purchase consideration based on $225M enterprise value: $200M cash (net proceeds applied to company credit facility) and a Note with original principal $24.7M.
• Note due December 31, 2026; interest 4.55% p.a. until maturity, 10% p.a. thereafter if not repaid; interest is paid-in-kind (PIK) quarterly beginning Jan 1, 2027. If unpaid at maturity, principal increases by $2.5M plus accrued PIK. Seller may convert all outstanding principal and unpaid interest into equity of the purchaser’s parent under specified valuation terms. Any prepayment requires payment of an aggregate $25M in principal and interest. Note is subordinated to the purchaser’s senior secured debt.
• Fox incurred ~$7.5M of transaction-related costs (to be paid separately) and the purchase agreement includes a $250,000 collar on post-closing price adjustments. Unaudited pro forma financial information reflecting the divestiture is filed as Exhibit 99.1.

Why It Matters This is a material divestiture: Fox received significant cash proceeds and used them to reduce debt, which improves near‑term liquidity and leverage. However, Fox retains exposure via the $25M subordinated convertible note until it is repaid or converted, and the company incurred roughly $7.5M in transaction costs. Investors should review the company’s pro forma financials (Exhibit 99.1) to understand how removing Marucci’s results will affect revenue, margins, and leverage going forward.