Key Highlights

● Fox Factory closed the sale of Wheelhouse Holdings, parent of Marucci Sports, on September 25, 2026.

● The deal values the business at $225 million, paid as $200 million in cash and a $25 million convertible note.

● The note matures December 31, 2026, bears 4.55 percent annual interest, and is convertible into equity of the buyer's parent.

● Pro forma statements show a loss on disposal of $120,136 thousand, and proceeds are intended to reduce outstanding indebtedness.

Fox Factory Holding Corp (NASDAQ:FOXF) reported in an 8-K filed on September 29, 2026 that it completed the sale of Wheelhouse Holdings Inc., the parent company of Marucci Sports, LLC, on September 25, 2026. The buyer is Squared Up Holdings, LLC, which the filing describes as an acquisition vehicle for an investor group led by and including members of the senior management of Marucci. The transaction values the business at an enterprise value of $225 million and closed at the same time the agreement was signed.

Terms of the Sale

The seller was Fox Factory, Inc., a California corporation and wholly owned subsidiary of Fox Factory Holding Corp. The filing describes Marucci as "a designer, manufacturer, and marketer of premium wood, aluminum and composite baseball bats as well as other diamond sports products." Consideration consists of $200 million in cash and $25 million in principal and interest under an unsecured subordinated convertible promissory note, and the filing reports net cash proceeds of $200 million at closing after adjustments. The purchase price is subject to post-closing adjustments with a $250,000 collar, upward or downward. Fox Factory also entered into a transition services agreement to provide certain services to the buyer and Wheelhouse on a transitional basis. The agreement contains customary representations, warranties and covenants.

The Convertible Note

The note has an original principal amount of $24,700,000 and matures December 31, 2026. It bears interest at 4.55 percent per year until maturity and 10 percent per year afterward until it is repaid or converted. Interest is paid in kind by increasing the principal balance on the first day of each calendar quarter, beginning January 1, 2027. If the note is unpaid at maturity, the principal automatically increases by an additional $2,500,000 plus the paid-in-kind interest.

Fox Factory may convert the outstanding principal and accrued interest into equity of the buyer's parent company, called Intermediate Co. in the filing. The percentage equals the outstanding amount divided by the lesser of $225 million and the fair market value of Intermediate Co.'s equity on the conversion date. The buyer may prepay the note at any time before maturity without penalty or premium, although a prepayment requires payment of an aggregate of $25 million in principal and interest.

The buyer must also repay the note upon certain equity raises by it and its affiliates above $5 million in the aggregate and upon customary casualty, asset disposition, change of control and debt issuance events. The note is subordinated to the buyer's senior secured debt under a credit agreement entered into in connection with the sale, and it contains customary events of default.

Pro Forma Financial Effect

Under Item 9.01(b), Fox Factory filed unaudited pro forma condensed consolidated financial information as Exhibit 99.1, presenting the sale as if it had occurred on July 3, 2026 for the balance sheet and January 4, 2025 for operations. Pro forma total assets fall from $1,636,456 thousand to $1,468,369 thousand. Net sales for the six months ended July 3, 2026 move from $726,779 thousand to $647,594 thousand, and for fiscal 2025, which ended January 2, 2026, from $1,467,321 thousand to $1,280,919 thousand.

The exhibit shows Marucci assets of $413,091 thousand and liabilities of $75,687 thousand being disposed of, for net assets of $337,624 thousand, and a pro forma loss on disposal of $120,136 thousand, which includes $7,512 thousand of transaction costs. It states that the company intends to use the proceeds to reduce outstanding indebtedness. The pro forma statements are illustrative and exclude any anticipated synergies or cost savings.

Marucci Note Maturity Sets the Next Dates

The first date to note is December 31, 2026, when the note matures, followed by the first paid-in-kind interest date of January 1, 2027 if any balance remains. Fox Factory's later periodic reports would show how the sale and any debt reduction affect its results, and whether the note is repaid, prepaid or converted. Timing and amount of any specific debt repayment are not stated in the filing.