Holley Performance Brands Announces Pricing of a Secondary Offering by Selling Stockholder

Rhea-AI Summary

Holley Performance Brands (NYSE: HLLY) has announced the pricing of a secondary offering of 14,000,000 shares of common stock by a selling stockholder controlled by Sentinel Capital Partners. The shares are priced at $2.75 per share, with an additional 30-day option for underwriters to purchase up to 2,100,000 additional shares.

The offering, expected to close on September 12, 2025, will direct all net proceeds to the selling stockholder, with no shares being sold by the company. J.P. Morgan and Jefferies are serving as lead book-running managers, while William Blair and Canaccord Genuity are acting as joint book-running managers for the offering.

Positive

• None.

Negative

• Secondary offering of 14M shares could create significant selling pressure
• Insider selling by major stockholder Sentinel Capital Partners may signal lack of confidence
• Potential dilution if underwriters exercise option for additional 2.1M shares

Insights

Corporate Finance Specialist

Sentinel Capital Partners is selling 14M shares at $2.75, potentially signaling reduced confidence in Holley's future prospects.

This secondary offering represents a significant development for Holley Performance Brands shareholders. Sentinel Capital Partners, a controlling stockholder, is offering 14 million shares at $2.75 per share, with an option for underwriters to purchase an additional 2.1 million shares. The total potential offering of 16.1 million shares at the announced price would amount to approximately $44.3 million.

What's critically important here is that Holley itself is not selling any shares or raising capital - all proceeds go to the selling stockholder. This type of transaction typically occurs when a major investor wants to reduce their position and liquidate part of their holdings.

The pricing at $2.75 per share is particularly noteworthy as it may indicate Sentinel's valuation perspective. When private equity firms like Sentinel begin offloading significant positions, it often signals they believe they've captured most available upside or have concerns about future growth prospects.

For existing shareholders, this large secondary offering could create temporary downward pressure on the stock price due to increased supply. The involvement of major underwriters like J.P. Morgan and Jefferies suggests institutional involvement in placing these shares with new investors.

While not directly dilutive to existing shareholders since no new shares are being created, this transaction represents a significant ownership transition that investors should monitor for its potential impact on stock price stability and future institutional ownership patterns.

 BOWLING GREEN, Ky., Sept. 10, 2025 (GLOBE NEWSWIRE) -- Holley Performance Brands (NYSE: HLLY) (the “Company”) today announced the pricing of the previously announced secondary offering (the “Offering”) of 14,000,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”) by a selling stockholder controlled by Sentinel Capital Partners (the “Selling Stockholder”) at a price to the public of $2.75 per share. The Selling Stockholder has granted the underwriters a 30-day option to purchase up to 2,100,000 additional shares of Common Stock. The Selling Stockholder will receive all of the net proceeds from the Offering. No shares are being sold by the Company. The Offering is expected to close on September 12, 2025, subject to the satisfaction of customary closing conditions.

Holley Performance Brands brings performance, safety, fun and excitement to automotive enthusiasts around the globe.

J.P. Morgan and Jefferies are acting as the lead book-running managers and representatives of the underwriters for the offering. William Blair and Canaccord Genuity are acting as joint book-running managers for the offering.

A registration statement (including a prospectus) relating to the offering of these securities has been filed with the Securities and Exchange Commission (the “SEC”) and is effective. Before you invest, you should read the prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus and accompanying prospectus supplement related to this offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com, or from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 1-877-821-7388, or by email at prospectus_department@jefferies.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Special Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including among others, statements relating to the Company’s current expectations and views with respect to, among other things, the proposed offering. Such forward-looking statements are subject to risks, uncertainties, and other important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including but not limited to, the risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and in any subsequent filings with the SEC.

Forward-looking statements speak only as of the date of this press release. Except as required by law, Holley assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

About Holley Performance Brands
Holley Performance Brands (NYSE: HLLY) leads in the design, manufacturing and marketing of high-performance products for automotive enthusiasts. The company owns and manages a portfolio of iconic brands, catering to a diverse community of enthusiasts passionate about the customization and performance of their vehicles. Holley Performance Brands distinguishes itself through a strategic focus on four consumer vertical groupings, including Domestic Muscle, Modern Truck & Off-Road, Euro & Import, and Safety & Racing, ensuring a wide-ranging impact across the automotive aftermarket industry. Renowned for its innovative approach and strategic acquisitions, Holley Performance Brands is committed to enhancing the enthusiast experience and driving growth through innovation.

Media Relations Contact(s):
Jordan Moore, jmoore@tinymightyco.com / Sydney Goggans, sgoggans@tinymightyco.com

Investor Relations Contacts:
Anthony Rozmus / Neel Sikka / Jenna Kozlowski
Solebury Strategic Communications
203-428-3224
Holley@soleburystrat.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/113e88bb-1d7b-4260-b05f-e0e2c27c9e16

FAQ

What is the price per share for Holley Performance Brands (HLLY) secondary offering?

The secondary offering is priced at $2.75 per share for 14,000,000 shares of common stock.

Who is selling shares in the HLLY secondary offering?

The selling stockholder is controlled by Sentinel Capital Partners. The company itself is not selling any shares in this offering.

When will Holley Performance Brands secondary offering close?

The offering is expected to close on September 12, 2025, subject to customary closing conditions.

How many additional shares can underwriters purchase in HLLY offering?

The underwriters have a 30-day option to purchase up to 2,100,000 additional shares of Common Stock.

Who are the lead underwriters for the Holley Performance Brands offering?

J.P. Morgan and Jefferies are acting as the lead book-running managers, while William Blair and Canaccord Genuity are joint book-running managers.