Holley Inc. (NYSE: HLLY) holder sells 14M shares in secondary deal

Rhea-AI Filing Summary

Holley Inc. reported that a stockholder controlled by Sentinel Capital Partners completed a secondary public offering of 14,000,000 shares of Holley common stock at a public offering price of $2.75 per share. The selling stockholder also granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of common stock. This transaction, which closed on September 12, 2025, involves only existing shares held by the selling stockholder, and Holley Inc. did not receive any proceeds from the offering.

Insights

Equity capital markets analyst

Large shareholder sells 14M Holley shares; company gets no cash.

The event centers on a secondary public offering where a stockholder controlled by Sentinel Capital Partners sold 14,000,000 Holley Inc. common shares at $2.75 per share. The underwriters received a 30-day option to buy up to an additional 2,100,000 shares from the same selling holder, and the offering closed on September 12, 2025.

Because the shares came from an existing investor rather than new issuance, Holley states it did not receive any proceeds. That means there is no direct change to Holley’s cash position or capital structure from this transaction, aside from a potential shift in ownership from a concentrated sponsor to public holders.

Investors analyzing this event can focus on the change in shareholder base from a Sentinel-controlled holder to a broader market audience. The attached underwriting agreement and legal opinion, referenced as Exhibits 1.1 and 5.1, provide the detailed terms governing the sale and may be reviewed in future company disclosures for any additional context.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 10, 2025

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39599	87-1727560
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2445 Nashville Road, Suite B1, Bowling Green, KY		42101
(Address of principal executive offices)		(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		HLLY		New York Stock Exchange
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share		HLLY WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 10, 2025, Holley Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, a selling stockholder controlled by Sentinel Capital Partners (the “Selling Stockholder”) and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Selling Stockholder (the “Secondary Offering”) of 14,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a public offering price of $2.75 per share. In addition, the Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of the Company’s Common Stock. The Secondary Offering closed on September 12, 2025. The Company did not receive any proceeds from the Secondary Offering.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
1.1	Underwriting Agreement, dated September 10, 2025, by and among Holley Inc., Holley Parent Holdings, LLC and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein.
5.1	Opinion of Mayer Brown LLP, New York, New York.
104	Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 12, 2025		Holley Inc.
	By:	/s/ Jesse Weaver
		Jesse Weaver
		Chief Financial Officer

FAQ

What did Holley Inc. (HLLY) disclose in this 8-K filing?

Holley Inc. disclosed that a selling stockholder controlled by Sentinel Capital Partners completed a secondary public offering of 14,000,000 shares of Holley common stock at a public offering price of $2.75 per share, with an additional 30-day option for 2,100,000 more shares.

Does Holley Inc. receive any cash from the 14,000,000-share secondary offering?

No. The shares were sold by an existing stockholder, and Holley Inc. did not receive any proceeds from the secondary offering.

Who is the selling stockholder in Holley Inc.’s secondary offering?

The selling stockholder is described as being controlled by Sentinel Capital Partners, which sold 14,000,000 shares of Holley’s common stock in the offering.

What were the key terms of Holley Inc.’s secondary offering pricing?

The selling stockholder’s shares of Holley common stock were sold at a public offering price of $2.75 per share, with underwriters receiving a 30-day option to purchase up to an additional 2,100,000 shares.

Which firms underwrote the Holley Inc. (HLLY) secondary stock offering?

J.P. Morgan Securities LLC and Jefferies LLC acted as representatives of the several underwriters under an underwriting agreement dated September 10, 2025.

What exhibits are included with this Holley Inc. 8-K related to the secondary offering?

The filing includes the Underwriting Agreement as Exhibit 1.1, a legal opinion from Mayer Brown LLP as Exhibit 5.1, and the cover page Inline XBRL data file as Exhibit 104.