Fox Factory (FOXF) Q4 2025 Earnings Transcript

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Date

Feb. 26, 2026 at 4:30 p.m. ET

Call participants

• Chief Executive Officer — Michael C. Dennison
• Chief Financial Officer — Dennis Charles Schemm

Takeaways

• Revenue -- $361.1 million for fiscal fourth quarter ended Dec. 31, 2025, up 2.3%, and $1.47 billion for the year, up 5.3%.
• Gross margin -- 28.3%, down from 28.9%, due to product line mix and tariffs.
• Adjusted net income -- $8.3 million, or $0.20 per diluted share, compared to $12.8 million, or $0.31, for the fiscal fourth quarter last year.
• Adjusted EBITDA -- $35.0 million with a 9.7% margin, versus $40.4 million and 11.5% margin last year.
• Operating expense -- Included a non-cash goodwill impairment of $295.2 million tied to the share price.
• Segment sales -- PVG: $116.7 million, AAG: $126.2 million (up 12.5% year over year, 7.1% sequentially), SSG: $118.2 million (down 5% year over year).
• Fiscal first quarter 2026 outlook -- Net sales expected between $343 million and $369 million, adjusted EBITDA between $27 million and $34 million.
• Fiscal 2026 full-year guidance -- Net sales of $1.328 billion to $1.416 billion (implying a 6.5% year-over-year decline at midpoint), adjusted EBITDA between $174 million and $203 million, with a targeted margin of 13.7% at midpoint.
• Cost savings initiatives -- $25 million realized in fiscal 2025 from Phase One, with $10 million carrying forward and a targeted $40 million additional savings from Phase Two for fiscal 2026, totaling $50 million targeted cost reductions.
• Divestiture actions -- Exiting Phoenix operations and Shock Therapy, UTV, and Geyser businesses, expected to be complete by the end of fiscal first quarter 2026, with proceeds earmarked "100% [for] debt reduction."
• Tariff impacts -- Fiscal 2025 saw $50 million in gross tariffs (mitigated by $25 million in offsets); fiscal 2026 expects $30 million gross tariff impact with $15 million net headwind after mitigation.
• Capital expenditures -- Targeting reduction to about 2% of revenue in fiscal 2026 after several years above 3%.
• Tax rate expectation -- 15%-18% for fiscal 2026, as guided.
• Debt reduction -- $13 million paid in fiscal fourth quarter and $33 million for the year; year-end balance at $673.5 million. Net leverage ratio at 3.74, within the covenant of 4.5.
• Board-level actions -- Formation of a transformation committee focused on operational excellence and margin improvement, to begin advising in the coming month.
• Product pipeline -- New launches include Live Valve aftermarket, expansion into motorized two-wheel, RV partnerships, and new OEM programs (including with Ducati and Ford).

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Risks

• Pervasive margin pressure from product line mix changes and tariffs, as seen in 60 basis points gross margin decline and $15 million net tariff headwind expected in fiscal 2026.
• Ongoing exposure to dilutive operations in AAG until completion of divestiture, with management stating, "We will also continue to feel the impact from the dilutive Phoenix operations through its divestiture toward the end of the first quarter."
• Guided top-line contraction of 6.5% due to divestitures, rationalization, and macro softness, with no assumptions for market or tariff improvement in outlook.
• Adjusted net income declined to $8.3 million from $12.8 million, and adjusted EBITDA margin dropped to 9.7% from 11.5%.

Summary

Fox Factory (NASDAQ:FOXF) reported modest revenue growth for the fiscal fourth quarter and year but faced compressed margins and a significant, non-cash goodwill impairment. Management launched an aggressive $50 million cost reduction effort for fiscal 2026 by exiting unprofitable business lines and consolidating its footprint, targeting approximately 200 basis points in adjusted EBITDA margin improvement. The company expects meaningful sales contraction, primarily due to divestitures, while sustaining capital and tax discipline and deploying all divestiture proceeds to reduce debt. Board formation of a transformation committee and explicit guidance on cost and margin improvement signal significant restructuring and portfolio focus across operations.

• Management intends to drive profitability by prioritizing "self-help" margin expansion actions independent of any upturn in market conditions or relief from tariffs.
• The company is actively reviewing all businesses and product lines for alignment with strict core, synergistic, and durable profitability criteria, with further divestitures possible if those criteria are not met.
• Early demand for new product launches, including Live Valve aftermarket applications and expanded OEM platforms, may support long-term growth, but management underscored that fiscal 2026 guidance assumes only currently visible conditions.
• The transformation committee, including external advisors, is expected to identify additional incremental savings beyond the $50 million already targeted.

Industry glossary

• AAG: Aftermarket Applications Group segment, which includes businesses related to performance and specialty vehicle upfitting.
• PVG: Powered Vehicles Group segment, focused on automotive OE and powersports suspension and related products.
• SSG: Specialty Sports Group, covering cycling and related specialty sports equipment.
• PVD: Power Vehicle Division within AAG, identified as core by management.
• Live Valve: Fox's proprietary electronic suspension technology for adaptive off-road ride dynamics.
• OEM: Original Equipment Manufacturer; denotes sales direct to vehicle or equipment manufacturers as opposed to aftermarket channels.
• SG&A: Selling, General, and Administrative expenses; operating costs not directly tied to production.
• CapEx: Capital Expenditure, or spending on property, plant, equipment, and related investments.
• Net leverage ratio: A measure of company debt relative to EBITDA, often used to assess risk relative to loan covenants.

Full Conference Call Transcript

Important factors and risks that could cause such differences are detailed in the company’s quarterly reports on Form 10-Q and in the company’s latest annual report on Form 10-K, each filed with the Securities and Exchange Commission. Investors should not place undue reliance on the company’s forward-looking statements, and except as required by law, the company undertakes no obligation to update any forward-looking statement or other statement herein, whether as a result of new information, future events, or otherwise.

In addition, where appropriate in today’s prepared remarks and within our earnings release, we will refer to certain non-GAAP financial measures to evaluate our business, including adjusted gross profit, adjusted gross margin, adjusted operating expenses, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA, and adjusted EBITDA margin, as we believe these are useful metrics that allow investors to better understand and evaluate the company’s core operating performance and trends. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are included in today’s earnings release, which has also been posted on our website. And with that, it is my pleasure to turn the call over to our CEO, Michael C. Dennison.

Thanks, Toby, and thanks to everyone for joining our fourth quarter call today.

Michael C. Dennison: I want to use our time today to do something beyond a traditional quarter recap. While we will cover our fourth quarter results, the more important conversation is about where this business is headed and the specific actions we are taking to improve profitability. We have a comprehensive plan, we are executing against it, and we want to make sure you leave with a clear understanding of the building blocks and how they translate into meaningful improved margins. To this end, we have shifted our guidance approach to lead with adjusted EBITDA to better align with the goals we will outline today, and importantly, so you can more easily measure our results.

Full-year sales were $1.47 billion, which was an increase of 5.3%, and fourth quarter sales were $361.1 million, which was an increase of 2.3%. While we demonstrated the relevance of our brands and products across our end markets, our margin performance was not where it needs to be. Revenue growth alone is not the objective. Profitable growth is. And the actions we are laying out today are designed to close that gap with urgency. Ultimately, we are a growth company, and our product pipeline is focused on sustainable long-term growth. However, in the near term and specifically 2026, we must rebuild profitability to establish the appropriate foundation for future growth.

We began our initial cost reduction program at 2025 with a goal of setting the company on a path to restore our historical adjusted EBITDA margins to the mid to high teens and accelerate our path to balance sheet improvement. I am pleased that we successfully delivered our Phase One $25 million profit optimization plan on target and on time. This was a comprehensive effort focused on footprint optimization and continuous improvement across all three of our operating segments. We consolidated facilities in our AAG and SSG businesses and completed warehouse consolidation work that has positioned us with a more efficient distribution footprint going forward. We improved our supply chains and utilized our machine shops more effectively.

While the unforeseen tariffs masked the underlying savings we have achieved, these proactive actions proved to be a valuable tool to help us accelerate countermeasures and tighten our operations. We recognize that there are significant savings to capture and that our work must continue, and we are accelerating our efforts to position the business to achieve best-in-class EBITDA margins when cyclical forces abate and our end markets return to growth. Which brings me to Phase Two, our profit optimization strategy.

Where Phase One was about consolidation and efficiency, Phase Two represents a fundamental shift in how we are thinking about the business, focusing on our core, high-margin businesses and products that have elevated Fox Factory Holding Corp. and its portfolio of brands to be the leaders in their respective industries. We will continue to operate with a continuous improvement mindset, and as part of our Phase Two efforts, our leadership team has identified specific cost improvement actions to materially improve profitability while strengthening our core and enabling long-term growth.

We have identified critical opportunities across the business, some larger than others and some more complex than others, but all of them lead us to a simpler, more focused, and more durable business profile. Dennis will walk you through the financial details around this in his remarks. I want to take a moment to provide a clear view of the targeted areas of work in 2026. First, business line rationalization. We are exiting businesses within segments that are not accretive from a margin perspective today. The footprint work in Phase One gave us better visibility into true profitability by product line and by business. Now we are acting on that visibility.

For example, by the end of the quarter, we expect to have divested our Phoenix, Arizona operations, which were dilutive in our AAG segment margins. The exit of Shock Therapy, UTV, and Geyser is expected to reduce working capital and SG&A, improve margins in both percent and dollar terms, and simplify our model. The changes are reflected in our 2026 guidance and are the first examples of our rationalization plans. We are not done. We are aggressively evaluating all non-core business and all product lines across the entire Fox Factory Holding Corp. portfolio and will pursue appropriate action where the return profile does not meet our expectations.

We will look at strategic alternatives for any business that does not deliver three key elements: aligned with our core brands, synergistic to our vertical offering, and has a durable ability to achieve sustainably accretive profit to the enterprise. Second, supply chain and material cost productivity. We are continuing to evaluate our operations to determine where we have the opportunity for further productivity, either through better utilization, reduction of footprint, make-or-buy optimization efforts, and supply chain improvements. Additionally, we are working aggressively to reduce material costs through redesign or actions with suppliers. This work is critical to achieving our margin expectations; however, some of these efforts will necessitate some short-term expense to deliver.

And third, a significant reduction in operating expenses. We have opportunities to reduce spending across sales, marketing, and G&A functions. We will address marketing and R&D spend that is not aligned with growth and our profitability expectations. These are difficult decisions. We do not take them lightly. But they are necessary to rightsize our cost structure for the business we are running today. In aggregate, our actions are targeting approximately $50 million of incremental realized savings in fiscal 2026. These actions will drive meaningful bottom-line improvement in our 2026 results and, more importantly, return us to the appropriate foundation to build revenue growth in 2027.

In conjunction with our Phase Two profit optimization initiative, and towards our ongoing prioritization of balance sheet improvement, we are also reducing our CapEx spending. We have been in an elevated CapEx cycle where we are spending 3% plus of revenue. In 2026, we are targeting a step down to approximately 2% of revenue. With several years of investment having been made in product capacity and innovation, we have the assets in place to achieve our near- to intermediate-term goals. This shift is not compromising our ability to grow, but rather is better characterized as a militancy around ROIC metrics and focus, which is driving improved free cash flow generation to help accelerate debt paydown and strengthen our balance sheet.

Beyond these management-driven actions, we announced earlier this month our Board of Directors will be establishing a transformation committee focused on operational excellence and margin improvement. The committee will begin its work in the coming month and is expected to advise on the existing Phase Two actions we have already established as well as unlock additional opportunities that would be incremental to the $50 million target for 2026. Taken together, this is a comprehensive effort with management and board aligned that will move with urgency. We are not simply managing through a cycle. We are fundamentally repositioning this company to deliver greater operating leverage as we deliver growth over the next several years.

Before I get into our segment performance, I want to address an organization change. As we initiate our Phase Two actions and support the Board’s transformation committee, Dennis will be dedicating his full attention to these efforts alongside his responsibilities as CFO. To that end, I assumed responsibility for AAG earlier this month to drive critical actions. This is a short-term need to execute the critical actions within AAG, such as the expected divestiture of Phoenix operations I mentioned earlier, and overhaul our PVD business, as well as meaningful actions within the rest of the portfolio. We will revisit the leadership in this segment later this year once this work has been completed.

I want to take a moment to thank Dennis for the work he has done leading AAG. Dennis laid the groundwork for the decisions and actions that are necessary going forward, and I appreciate his time and focus over the last year. While there is much work still to be done in AAG, I believe it will be more efficient and productive short term for me to drive the product line decisions and optimize the operations to support our near-term goals. It is the right time for Dennis to redeploy the same intent he showed with AAG toward the next phase of our broader cost transformation that will benefit the entire enterprise.

Now with that, let me turn to review our segment performance for the fourth quarter. The PVG segment delivered as expected in Q4, overcoming extraneous challenges with net sales of $116.7 million, with our automotive OE business remaining reasonably stable and predictable throughout the quarter. We benefited from our position on premium vehicle SKUs, which continued to outperform the broader automotive market even in challenging conditions. Importantly, PVG delivered margin improvement in fiscal 2025, demonstrating the benefit of our Phase One cost actions flowing through to the segment level. This is the type of execution we expect to see across all segments as our Phase Two actions take hold.

The aluminum supplier disruption at our OEM customers impacted our volumes as expected in Q4, creating some timing challenges for both our OEM partners and our business. We estimate the disruption impacted our Q4 revenue by approximately $8 million as compared to historical norms. However, I want to emphasize that this is a temporary issue that will be resolved. Despite this headwind, the underlying business momentum remains strong as our customers expand their product platforms that we support. Our powersports business continues to stabilize and improve.

We are seeing encouraging signs from our expansion into the motorized two-wheel space, where growth from new customers is helping offset sluggishness, as well as increased content with some of our leading OEM partners, which provides confidence in our ability to drive long-term growth in this space. This diversification strategy is allowing us to navigate through the varying stages of industry and macro cycles across our end markets. On the product development front, our Live Valve aftermarket launch at SEMA in November was exceptional. Previously, enthusiasts could only access our best technology through new vehicle purchases. Now we are expanding access through our dealer and installer network.

This is the most advanced technology available in the off-road aftermarket, and early indications suggest strong demand from our enthusiasts. In addition, our product development work with OEMs has landed us new platforms with Ducati in motorcycle, Airstream across several premium RV models, as well as early revenue from two large, well-known EV brands in both autonomous mobility and performance off-road. These programs are designed to deliver early revenue now, while full production will provide real growth in 2027 and beyond. Turning to AAG.

As I mentioned, we are taking portfolio actions across the business, and AAG is an area where these actions will have a particularly visible impact in the near term as we divest our operations that were dilutive to the segment’s margin profile. These exits will be immediately accretive to AAG’s profitability after close. We will continue to evaluate all businesses within the segment against our go-forward return expectations. With that preface, AAG delivered net sales of $126.2 million, up 12.5% year over year and 7.1% sequentially, driven by strong demand across our CWH, Sport Truck, and RideTech businesses. Importantly, AAG margins would have been meaningfully stronger excluding the dilutive operations I just described.

As I previously mentioned, additional work in PVD and other areas will enable us to fully capture margins in that business necessary to drive a sustainable margin profile necessary across AAG. On the OE side, the programs we have been cultivating will underpin AAG’s long-term profitable growth. The performance truck program we launched in Q3 with a major OE partner has been an immediate success. Our initial units are sold out, and we have a strong backlog building into 2026. We did encounter temporary supply chain complexities associated with this pivot to a more OEM-aligned strategy, which has been identified and is getting the attention it needs for improvement.

During the quarter, these supply chain issues delayed shipments of approximately 300 units to 2026. These are not just one-off builds. They represent a deepening relationship with OEMs who see us as an innovation partner, not just an outfitter. And in Q1, we secured a second similar program with Ford, which was announced at the NADA show earlier this month. It is activated through their dealer relationships across the country. These investments further validate our strategy of creating differentiated high-performance vehicles that command premium pricing and provide more predictable and sustainable revenue and profit streams over time.

SSG performed largely as expected in what continues to be a challenging environment across both Bike and Marucci, with Q4 net sales of $118.2 million, down 5% year over year. The bike industry as a whole continues to slowly stabilize amid what remains a complex environment. Tariffs are adding pressure to OEMs and driving inventory levels below historical norms. We are seeing the rise of disruptive market entrants create new competitive dynamics that have forced some legacy bike brands to reconsider their offerings, consolidate, or cease operations. Against this challenging backdrop, our Bike business ended fiscal 2025 slightly above 2024 in an industry experiencing turbulence and challenges across many of our OEM customers.

We believe our stability is a meaningful proof point for the strength of our brand and our competitive positioning. And consistent with our broader messaging today, we are not chasing revenue. We have the financial strength to lead with our brands and the discipline to protect our margin structure while the industry works through its cycle. Our strategy focuses on three critical objectives: first, product expansion to leverage the changing mix toward e-bikes and new categories; second, customer expansion to build long-term growth partnerships with the new companies aggressively redefining the sport; and third, continued cost optimization to maintain best-in-class margins even in a flat revenue environment. Turning to Marucci. As expected, Q4 was stronger than Q3.

The sequential improvement reflects the shift in our distribution channels toward retail that we discussed last quarter as retailers took inventory of our new products ahead of the holiday shopping period. Nevertheless, this was a departure from the plan we had forecasted at the beginning of the year, and we recognize that profitability remains below historical rates and our recent expectations. This margin compression reflects our long-term strategic growth investments in new categories like softball, in-house engineering capabilities, go-to-market improvements, and the impact of tariffs.

While we maintain our view that this is the best business in baseball with the best team in baseball, our strategic review of this business will unlock alternative options for consideration as we drive the focus on our core business mentioned previously. Before I turn the call over to Dennis, I would like to recap 2026. In the near term, we are focusing our efforts on meaningful margin improvement. As part of our Phase Two optimization efforts, we are evaluating all businesses within our portfolio to ensure they meet our profitability standards and strategic objectives. In summary, we are not counting on market recovery or tariff relief.

Given these macro realities of elevated interest rates, soft labor markets, and channel partners tightening inventory levels, we remain focused on what we can control in 2026. And with that, I will turn the call over to Dennis.

Dennis Charles Schemm: Thanks, Mike. I will begin by discussing our fourth quarter financial results, followed by our balance sheet, cash flow, and capital allocation strategy before concluding with a review of our outlook for fiscal 2026. Total consolidated net sales in Q4 2025 were $361.1 million, an increase of 2.3% versus the same quarter last year. Gross margin was 28.3% for Q4 2025 compared to 28.9% in the fourth quarter last year, with the decrease primarily driven by shifts in our product line mix and the impact of tariffs. Total operating expense for the quarter included a non-cash goodwill impairment charge of $295.2 million related to our share price.

Adjusted operating expenses, which exclude the impact of the goodwill impairment charge, restructuring and other discrete expenses, as well as the amortization of purchased intangibles, were $82.6 million, or 22.9% of net sales in Q4 2025, compared to $76.4 million, or 21.7%, in the prior-year quarter, with the increase primarily attributed to the reinstatement of incentive compensation payouts for the current year, compared to no bonus payouts for the prior-year period. The company’s tax benefit was $33 million in Q4 2025 compared to a tax benefit of $4.1 million in the same period last year, with the difference being driven by the impairment of non-deductible goodwill recognized this year.

Adjusted net income, normalizing for the goodwill impairment, was $8.3 million, or $0.20 per diluted share, compared to $12.8 million, or $0.31 per diluted share, in the fourth quarter last year. Adjusted EBITDA in Q4 2025 was $35.0 million compared to $40.4 million in the prior-year period. Adjusted EBITDA margin was 9.7% in Q4 2025 versus 11.5% in the prior-year period. Moving to the balance sheet and cash flows. We continue to execute on working capital management, with improved inventory positions supporting our cash flow generation. We also made progress on balance sheet deleveraging, which remains a key priority and will also be impacted by our progress with the Phase Two actions that we laid out today.

We paid down $13 million of debt during the fourth quarter, for a total reduction of $33 million for the year, bringing fiscal year-end debt to $673.5 million. Looking ahead, the combination of our Phase Two cost actions, CapEx discipline at approximately 2% of revenues, and working capital improvements is designed to accelerate free cash flow generation and drive meaningful balance sheet deleveraging in fiscal 2026. Now moving on to our outlook.

We are introducing full-year 2026 guidance that reflects a decline in our top-line expectation, which is largely a combination of the business divestitures, product line rationalization, and a slightly down market, while driving meaningful margin expansion through a comprehensive set of actions that span every part of our cost structure. There are a number of moving parts, so I want to walk you through how they come together because we think it is important that you appreciate both the building blocks and how they roll up into our outlook. We entered fiscal 2026 with momentum from the achievement of our Phase One cost program, which delivered $25 million in realized savings in fiscal 2025.

We expect approximately $10 million of those actions to carry over as incremental year-on-year benefit in fiscal 2026 as we annualize a full year of footprint and network consolidation savings. Building on that foundation, the Phase Two elements Mike introduced related to business line rationalization, supply chain and material productivity, and a reduction in operating expenses will target our SG&A structure and the complexion of our business portfolio. These actions are expected to deliver approximately $40 million of incremental savings this year in 2026. In total, Phase One plus Phase Two is expected to generate approximately $50 million in cost reductions this year, supporting the approximate 200 basis points of adjusted EBITDA margin improvement that is implied in our guidance.

In the near term, we expect margin pressure to remain visible as we work through our supply chain improvement efforts within the AAG segment. We will also continue to feel the impact from the dilutive Phoenix operations through its divestiture toward the end of the first quarter, as well as the ongoing effects of tariffs that will not anniversary until later in the second quarter and represent approximately $15 million of headwind in the first half of the year. Looking toward the balance of the year, we expect a material improvement in EBITDA margin and dollars. To summarize clearly, we are taking comprehensive actions that will provide measurable benefits in 2026.

This translates into a material positive step change of approximately 200 basis points improvement in adjusted EBITDA margin from our 2025 rate of 11.5%. The collective focus around these initiatives is strong. This is something we are driving at every level of the organization, from the Board and executive team through every operating segment. And as Mike mentioned, the Board’s transformation committee will begin its work in the coming months, partnering with external advisors to identify further opportunities. Any additional savings that come from that process will be incremental to the approximately $50 million of incremental cost saves from our Phase One and Phase Two profit optimization efforts.

Bringing this all together, for Q1 2026, we expect net sales in the range of $343 million to $369 million and adjusted EBITDA of $27 million to $34 million. To reiterate my earlier comments, we expect the first quarter to be more challenged due to multiple headwinds that are not fully offset by last year’s Phase One carryover benefits, including the full year-on-year tariff impact before we see the Liberation Day implementation, and difficult comparisons in SSG Bike given the strength of Q1 2025. As we move into the second quarter, and especially the second half of the year, we expect to improve meaningfully.

Tariff comparisons normalize, aluminum supply is expected to be fully normalized, and the benefits of our Phase Two actions should materialize. With that context, we expect full-year 2026 net sales in the range of $1.328 billion to $1.416 billion, which at the midpoint represents a year-over-year decline of approximately 6.5% and is largely a combination of the divestitures, product line rationalization, and a slightly down market that we mentioned. We are guiding to adjusted EBITDA in the range of $174 million to $203 million, which represents a margin of 13.7% at the midpoint, or approximately 200 basis points of improvement relative to full-year 2025.

Capital expenditures are expected to be approximately 2% of revenues, and our tax rate is expected to be 15% to 18%. That wraps up my commentary. Mike, back to you for closing remarks.

Michael C. Dennison: In closing, I want to leave you with three key messages. First, we are not waiting for markets to improve. The actions we are taking now around Phase Two objectives, as well as capital discipline and working capital improvements, are within our control, and our team is executing them with precision and urgency. Second, our fiscal 2026 targets are achievable through self-help. Our outlook calls for material margin expansion on flattish organic revenues. That is our commitment. When markets do recover, we will be positioned to deliver even stronger results.

Third, our business is built to deliver long-term growth, and we will ensure that growth comes with the right margin and leverage by taking aggressive action to optimize the system end to end. Our performance-defining products continue to resonate with customers, our operational foundation is stronger following a significant cycle of investment, and our Board and management team are fully aligned on creating value for our shareholders. I am confident in our ability to demonstrate progress this year toward our goals. I want to thank our employees for their incredible focus and resilience during this time. The decisions we are making today, while difficult, are necessary to position Fox Factory Holding Corp. for sustainable, profitable growth.

With that, operator, please open the call for questions.

Operator: Thank you. Star two. We will move first to Peter Clement McGoldrick with Stifel. Your line is open.

Peter Clement McGoldrick: Hi, guys. Thanks for taking my question. I appreciate all the detail today. I would like to dive in on the moving parts on guidance. So I was thinking I wanted to ask if, as we think about the underlying growth profile of your ongoing business, can you talk about the revenue and profitability related to those that are expected to be sold at the end of the quarter and what that means for the organic business?

Dennis Charles Schemm: Well, what we have been doing is taking a look at the overall complexion of the business, looking at those businesses that are dilutive to our overall profile that we have been expecting. So at the end of the day, after we take out Geyser, UTV, and Shock Therapy, which should happen later on this quarter, that is going to result in a couple hundred basis points of improvement there, and then we are going to continue just to look at other businesses along the way. Marucci has not been included in any of this as well.

Michael C. Dennison: And to be clear, Peter, when we talk about 200 basis points of improvement relative to the Phoenix, Arizona operations, that is for AAG specifically.

Dennis Charles Schemm: It is a great point. Thank you.

Peter Clement McGoldrick: Okay. I appreciate that. And then, as we think about the size and the shape of the go-forward business, can you talk about how much of your current portfolio makes up the sort of the core, synergistic, and accretive criteria that you pointed to, that would be a part of your core business and not related to any potential divestitures or changes in the portfolio?

Dennis Charles Schemm: Yeah. I think overall, when I think about core and Mike thinks about core, we are thinking SSG Bike is core to our operations. When you look at AAG, core to those are going to be PVD and then your Sport Truck, RideTech, Custom Wheel House, and then on PVG, obviously, that is core to who we are as well. Again, though, we are going to be taking a look at everything as we move forward, making sure that it is lining up with the three aspects that Mike talked about during his prepared remarks, and that is alignment with our brands, and then it is going to be the synergistic nature of that.

We have talked about one plus one equals three. That needs to continue as well. And then it has got to have the durability of profit generation over the long haul.

Peter Clement McGoldrick: Appreciate that. Good luck.

Dennis Charles Schemm: Thanks, Peter.

Operator: We will move next to Anna Glaessgen with B. Riley Securities. Your line is open.

Anna Glaessgen: Good afternoon. Thanks for taking my questions. I am curious on the thought process behind divesting the Phoenix business, which is focused mostly on powersports. I am curious the extent to which this is a margin play, the degree to which that was more dilutive than maybe other businesses within the line, maybe a function of the outlook for powersports at least near to medium term. Just any help there as we contemplate maybe what else could be contemplated within the broader portfolio as you noted, other non-core assets? Thanks.

Michael C. Dennison: Yeah. It is a good question. When we think about that business in the lens that Dennis just described, which I talked about in the earlier remarks, we have to use a lens of, you know, these are good businesses. However, at their current size and scale, to get them to be at the scale we need them to be to be productive and durable, value component of our enterprise, there is heavy investment and there has been heavy investment and heavy working capital utilization to support that growth curve.

And as we look at the next several years, while they are great businesses, they are hard to own in portfolio because of the draw on capital, the draw on SG&A, and the dilution in the margin for that timeframe. So we actually will continue to partner with these companies in product development, in innovation, in a lot of ways. This is not about us just exiting them in a way that we will never work with them again. That is not the point. The point is in our current portfolio, they just do not fit, and the dilution effect over the next two years is significant enough that we need to do something different.

So this is a well-thought-out process that we started in Q4, and we are, as we have mentioned, executing in Q1.

Anna Glaessgen: And then on guidance, you referenced three separate points being contemplated in sales: the business divestment, some product rationalization, and then thirdly, a down market. Would it be possible to start to frame up roughly your expectations across the end markets in 2026? Thanks.

Dennis Charles Schemm: You know, in general here, when we talk about the top line, I mean, what we are getting at is, you know, we are going to scale down the business through the divestitures and product line rationalization. That will be the bulk of that decrease of about 6.5% at the midpoint. In addition, as we look at SG&A and those expenses, we need to consider that if we are going to reduce some of those expenses, they are going to have some impact on the top line. So that is another aspect of it. And then in general, we are just hedging against a macro environment that is a little weaker.

And so while we always expect our products to outperform, we are trying to put a hedge on the overall market there as well. And so I would leave you in summary with: it is divestitures and product line rationalization that result in the bulk of the decrease, then it would be the impact of the cost-outs on the SG&A line that delivered that 6.5% decrease.

Operator: Okay, great. Thanks. We will move next to Scott Lewis Stember with Roth Capital. Your line is open.

Scott Lewis Stember: Can you talk about tariffs? What was the net impact for the business? I do not know if you mentioned it or not, in 2025? And what is baked into guidance at this point, assuming no material changes with all the happenings as of late.

Dennis Charles Schemm: Yes. So that is a great question. Thanks for that. And so essentially, what we experienced in 2025 was $50 million of gross tariff impact. We were able to offset $25 million of that through cost-out initiatives, etc., with supply chain, passing on cost to suppliers and customers, etc. And then going forward into 2026, we are estimating an additional $30 million of gross tariff impact, and we expect to mitigate about 50% of that, leaving a net tariff impact in 2026 of $15 million.

Michael C. Dennison: And we have not applied, Scott, any rationalization or input from the most recent noise you mentioned. I think it is too early to try to input some sort of benefit from the statements and from the Supreme Court.

Scott Lewis Stember: Got it. And then last question on the balance sheet and cash flow. What was the net leverage ratio at the end of the quarter, at the end of the year? And what are you targeting as far as free cash flow and the leverage ratio by 2026?

Dennis Charles Schemm: Yes. So another great question. Balance sheet is obviously a key priority for us moving into 2026, as it was in 2025 as well. We finished comfortably in covenant. We were at 3.74 versus a covenant ratio of 4.5. So we are well within the range there. And as we move forward, cash flow is really going to be primarily a function of the EBITDA contribution that we will be driving in 2026 along with extreme focus on working capital reductions as well and a reduction in our CapEx. So those are going to be some of the big drivers as we move forward into 2026.

Scott Lewis Stember: Got it. Thanks so much.

Operator: We will take our next question from Craig R. Kennison with Baird. Your line is open.

Craig R. Kennison: Hey, good afternoon. Thanks for taking my question. A lot of information to process. I wanted to follow up on Scott’s question with respect to tariffs. Do you plan to pursue a refund of your tariff payments?

Michael C. Dennison: We will do everything possible to get a refund for sure. Now how that works and how that plays out and when that actually arrives are not going to be put in the guide because that is a crystal ball we cannot see through.

Craig R. Kennison: Thanks, Mike. And then as we look at the businesses that you plan to divest, the way you are speaking about them suggests you have a buyer in place. Can you confirm that is true? And then how would you plan to use the proceeds from any sale?

Michael C. Dennison: That is true. And debt reduction.

Dennis Charles Schemm: 100% debt reduction. It is pretty simple. Pretty straightforward.

Craig R. Kennison: Alright. Thank you.

Operator: And this does conclude the Q&A portion of today’s program. I would now like to turn the call back to Michael C. Dennison for any closing remarks.

Michael C. Dennison: Thanks for your time today, everybody, and we will talk to you soon. Have a good evening.

Operator: This does conclude the Fox Factory Holding Corp. fourth quarter 2025 earnings call. You may now disconnect your line, and have a great day.

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