SCHEDULE: Holley Major Shareholder Reduces Stake to 20.5%

Holley Parent Holdings, LLC, a significant shareholder of Holley Inc., completed the sale of an additional 2.1 million shares of common stock to underwriters.

Summary

• Holley Parent Holdings, LLC, and its affiliated Sentinel entities, reported a reduction in their beneficial ownership of Holley Inc. common stock.
• Underwriters exercised an option to purchase an additional 2,100,000 shares from Holley Parent Holdings, LLC.
• 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 transaction for the additional shares closed on September 18, 2025.
• Following this sale, the reporting persons collectively beneficially own 24,654,834 shares, representing approximately 20.5% of Holley Inc.'s outstanding common stock.
• The percentage of ownership is based on 120,499,661 shares of common stock issued and outstanding as of September 8, 2025.

Sentiment

Score: 4

Explanation: The filing reports a significant shareholder reducing its stake, which can be perceived as a neutral to slightly negative event for existing shareholders due to potential selling pressure and reduced institutional ownership. However, it was an expected part of a prior offering.

Negatives

• A significant shareholder, Holley Parent Holdings, LLC, reduced its stake by 2,100,000 shares.
• The sale could exert downward pressure on the stock price due to increased supply in the market.
• The reduction in ownership by a major institutional investor might be perceived as a decrease in confidence or a strategic exit.

Risks

• Potential for increased selling pressure on Holley Inc.'s common stock due to the additional shares entering the market.
• Perception of reduced institutional confidence following a major shareholder's stake reduction.

Future Outlook

No specific forward-looking statements or guidance are provided in this filing.

Industry Context

This filing reports a specific transaction involving a major shareholder's stake reduction, which is a capital market event rather than an indicator of broader industry trends.

Related Party Transactions

• Holley Parent Holdings, LLC, a significant shareholder and reporting person, sold 2,100,000 shares of Holley Inc. common stock, constituting a related party transaction.

Stakeholder Impact

• Shareholders: Potential for increased supply of shares in the market, which could lead to downward pressure on the stock price. Existing shareholders' percentage ownership is effectively diluted by the reduction in a major holder's stake relative to the total outstanding shares.
• Company: No direct impact on the company's cash or operations as the proceeds from this secondary offering went to the selling stockholder.

Key Dates

Recommendation

The filing reports a significant shareholder reducing its stake, which is generally not a positive signal. However, this was an expected transaction (exercise of an option in a secondary offering). Without further information on the company's fundamentals or the shareholder's rationale beyond the offering, a 'hold' recommendation is prudent, acknowledging the potential for short-term price pressure while awaiting more comprehensive financial updates.

Keywords

Holley Inc., HLLY, Schedule 13D, beneficial ownership, share sale, secondary offering, Sentinel Capital Partners, institutional investor, stock ownership, equity