SCHEDULE: Holley Inc. Major Shareholder Reduces Stake

Holley Parent Holdings, LLC, a significant shareholder in Holley Inc., completed a secondary offering of 14 million common shares at $2.75 per share.

Summary

• Holley Parent Holdings, LLC, identified as the Selling Stockholder, sold 14,000,000 shares of Holley Inc. Common Stock.
• The shares were sold at a public offering price of $2.75 per share, with underwriting discounts and commissions of $0.12 per share.
• The sale closed on September 12, 2025, with J.P. Morgan Securities LLC and Jefferies LLC acting as representatives for the underwriters.
• Following the transaction, the Reporting Persons (including Holley Parent Holdings, LLC and related Sentinel entities) beneficially own 26,754,834 shares of Common Stock.
• This remaining beneficial ownership represents approximately 22.2% of Holley Inc.'s outstanding shares.
• The percentage is based on 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant secondary offering by a major shareholder, which can create short-term selling pressure and may be perceived as a signal of reduced confidence, despite increasing public float.

Positives

• The secondary offering increases the public float of Holley Inc. shares, potentially improving liquidity and trading volume for the stock.
• The transaction provides an exit opportunity for a significant investor, which can sometimes remove an overhang of potential future sales.

Negatives

• A large secondary offering by a major shareholder can signal a reduction in confidence or a strategic exit, potentially putting downward pressure on the stock price.
• The introduction of 14,000,000 shares into the market increases supply, which could dilute the value of existing shares if demand does not keep pace.

Risks

• Increased market supply from the secondary offering could lead to short-term price volatility and downward pressure on Holley Inc.'s stock.
• The reduction in a major shareholder's stake might be interpreted negatively by the market, potentially impacting investor sentiment.

Future Outlook

The Selling Stockholder has granted the underwriters an option to purchase an additional 2,100,000 shares of Common Stock, exercisable for 30 days following September 12, 2025. Additionally, the Selling Stockholder is subject to customary lock-up restrictions for a 90-day period commencing September 12, 2025.

Industry Context

This filing primarily details a change in beneficial ownership by a major shareholder and does not provide specific insights into broader industry trends or competitive landscape. The transaction is an internal capital markets event for the company's stock.

Stakeholder Impact

• Shareholders: Potential for increased stock price volatility and downward pressure due to increased supply, but also improved liquidity.
• Underwriters: J.P. Morgan Securities LLC and Jefferies LLC benefited from commissions on the sale and hold an option for additional shares.

Next Steps

• Monitoring the exercise of the underwriters' option to purchase an additional 2,100,000 shares within 30 days following September 12, 2025.
• Observing the expiration of the Selling Stockholder's 90-day lock-up period, which commenced on September 12, 2025.

Key Dates

Recommendation

The significant secondary offering by a major shareholder, Holley Parent Holdings, LLC, introduces a large block of shares into the market, which could exert downward pressure on the stock price in the short term. While it increases the public float and liquidity, the reduction in a key holder's stake may signal a lack of conviction or a strategic exit. Investors should monitor the market's absorption of these shares and the company's underlying performance before making aggressive moves.

Keywords

Holley Inc., HLLY, Secondary Offering, Stock Sale, Shareholder Stake, Sentinel Capital Partners, J.P. Morgan, Jefferies, Equity, Public Float