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Holley (NYSE: HLLY) unveils $25M buyback and leverage target

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Holley Inc. announced that its Board of Directors has approved a share repurchase program authorizing the company to buy back up to $25 million of its outstanding common stock. Repurchases may occur over time in open-market or privately negotiated transactions in accordance with applicable securities laws.

The program has no time limit, does not require a minimum number of shares to be repurchased, and may be modified, suspended, or discontinued at any time. Management frames the buyback as the third pillar of its capital allocation strategy alongside opportunistic debt reduction and accretive acquisitions, while reiterating a commitment to reach year-end net leverage below 3.5x.

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Insights

Holley adds a $25M buyback to a leverage-focused capital plan.

Holley Inc. authorized up to $25 million of share repurchases, adding buybacks to an existing focus on debt reduction and selective acquisitions. The company highlights expanded margins, stronger free cash flow, and portfolio repositioning as support for this capital return flexibility.

Management notes approximately $100 million of debt reduction over recent years and reaffirms a target for year-end net leverage below 3.5% of a leverage metric. Actual repurchase activity will depend on free cash flow, market conditions, and other factors, so the economic impact will emerge over time.

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.
Share repurchase authorization $25 million Maximum amount of common stock the company may repurchase
Debt reduction Approximately $100 million Debt reduced over a multi-year transformation period
Net leverage target Below 3.5x Year-end net leverage goal reiterated by management
share repurchase program financial
"approved a share repurchase program authorizing the Company to repurchase up to $25 million"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b-18 regulatory
"Open market repurchases may be made in accordance with Rule 10b-18 under the Securities Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
net leverage financial
"commitment to reach year-end net leverage below 3.5x remains firm"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Adjusted EBITDA margins financial
"Expanded Adjusted EBITDA margins through pricing discipline, structural cost actions, and operational execution"
Adjusted EBITDA margins measure the share of a company's revenue that remains after removing routine operating costs and then excluding interest, taxes, depreciation, amortization and one‑time items; it’s expressed as a percentage (adjusted EBITDA divided by revenue). Investors use it to see the business’s core cash‑generating efficiency and to compare performance across companies, like judging a car’s fuel efficiency after ignoring temporary cargo and unusual detours.
forward-looking statements regulatory
"Certain statements in this press release may be considered “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What share repurchase program did Holley (HLLY) announce?

Holley authorized a share repurchase program of up to $25 million of its outstanding common stock. Purchases may occur over time in open-market or privately negotiated transactions, in compliance with securities laws and at the company’s discretion, with no minimum repurchase requirement.

Does Holley (HLLY) place a time limit on its $25 million buyback?

Holley’s $25 million share repurchase program has no time limit. The company may buy back shares when it chooses and may modify, suspend, or discontinue the program at any time without notice, depending on market conditions and capital allocation priorities.

How does the Holley (HLLY) buyback fit its capital allocation framework?

Holley describes the buyback as completing a three-pronged capital allocation framework. This framework includes opportunistic debt reduction, accretive acquisitions of complementary brands at attractive valuations, and opportunistic repurchases of its own shares when management believes that generates the best return.

What leverage target did Holley (HLLY) reaffirm with the buyback news?

Holley reaffirmed its commitment to reach year-end net leverage below 3.5x. The company plans to pace share repurchases against free cash flow generation so that capital returns remain consistent with this leverage objective and its broader balance sheet strategy.

What recent balance sheet progress did Holley (HLLY) highlight?

Holley noted it has reduced debt by approximately $100 million over a multi-year period. The company also cited expanded Adjusted EBITDA margins, stronger free cash flow, and portfolio repositioning toward higher-return, higher-growth brands as context for authorizing the new repurchase program.

How will Holley (HLLY) execute its share repurchases in the market?

Holley may repurchase shares on the open market, through privately negotiated transactions, or by other methods permitted under securities laws. Open-market repurchases are expected to follow Rule 10b-18 under the Exchange Act, providing a structured framework for buyback activity.
0001822928FALSE00018229282026-05-222026-05-220001822928hlly:CommonStockParValue00001PerShareCustomMember2026-05-222026-05-220001822928hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember2026-05-222026-05-22

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): May 22, 2026
HOLLEY INC.
(Exact name of registrant as specified in its charter)
Delaware001-3959987-1727560
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1A Burton Hills Blvd, Suite 240, Nashville, TN
37215
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.0001 per shareHLLYNew York Stock Exchange
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per shareHLLY WSNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o

Item 8.01    Other Events.
On May 26, 2026, Holley Inc. (the “Company”) announced that its Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $25 million of the Company’s common stock. Stock repurchases under the program may be made from time to time on the open market, in privately negotiated transactions or in any other manner that complies with applicable securities laws, at the discretion of the Company. Open market repurchases may be made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The program has no time limit and does not require the Company to repurchase a minimum number of shares. The program may be modified, suspended or discontinued at any time without notice.

A copy of the press release announcing the stock repurchase program is attached herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
99.1
Press Release dated May 26, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.
HOLLEY INC.
By:/s/ Jesse Weaver
Name:  Jesse Weaver
Date: May 26, 2026Title:  Chief Financial Officer


PRESS RELEASE                                

  
image.jpg
1A Burton Hills Blvd., Suite 240
Nashville, TN 37215
Holley.com


HOLLEY PERFORMANCE BRANDS ANNOUNCES SHARE REPURCHASE PROGRAM OF UP TO $25 MILLION

Reflects Board Confidence in the Company’s Operational Transformation and Long-Term Outlook; Company Reaffirms Commitment to Year-End Net Leverage Below 3.5x
NASHVILLE, TN. - May 26, 2026 - Holley Performance Brands (NYSE: HLLY), home to a portfolio of iconic automotive brands serving enthusiasts across the high-performance aftermarket, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $25 million of the Company’s outstanding common stock.
“We believe that Holley today is a fundamentally stronger, more focused, and more profitable company than it was just a few years ago. We have expanded margins, generated meaningful free cash flow, reduced debt by approximately $100 million, repositioned the portfolio toward higher-return brands, and built a deeper and more experienced leadership team. Even with that progress, we believe our share price does not fully reflect the strength of our operating model or the trajectory of the business,” said Matthew Stevenson, President and CEO of Holley Performance Brands. “This repurchase program completes a three-pronged capital allocation framework that now spans opportunistic debt reduction, accretive acquisitions of complementary brands at attractive valuations, and opportunistic repurchases of our own shares. We will pursue each with the same discipline, deploying capital where we believe it will generate the highest return at a given point in time. Our commitment to reach year-end net leverage below 3.5x remains firm.”
Under the repurchase program, the Company may repurchase shares from time to time on the open market, in privately negotiated transactions or in any other manner that complies with applicable securities laws, subject to market conditions, applicable legal requirements, and other factors. Open-market repurchases are expected to be conducted in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The repurchase program has no time limit and does not obligate the Company to repurchase a minimum number of shares and may be modified, suspended, or discontinued at any time without notice. The Company intends to execute repurchases opportunistically, paced against free cash flow generation and consistent with its commitment to reach net leverage below 3.5x by year-end.



A Fundamentally Stronger Business
The repurchase program authorization follows a multi-year period of operational and financial transformation. During this period, Holley has:
Reduced debt by approximately $100 million, with continued progress toward a year-end net leverage target below 3.5x
Expanded Adjusted EBITDA margins through pricing discipline, structural cost actions, and operational execution
Strengthened the executive leadership team and operating model, to support consistent free cash flow generation;
Repositioned the portfolio through targeted divestitures and the addition of higher-return, higher-growth brands; and
Reengaged M&A in 2026 with a focus on brands that Holley believes are well positioned to be accretive and strengthen the portfolio and the Company’s competitive position.
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.  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 Holley’s ability to opportunistically reduce debt, complete accretive acquisitions of complementary brands at attractive valuations and opportunistically repurchase its own shares and the other risks and uncertainties set forth in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2026, and in any subsequent filings with the SEC.

About Holley Performance Brands
Holley Performance Brands (NYSE: HLLY) is home to a portfolio of iconic brands that serve enthusiasts across the high-performance aftermarket. The company designs, engineers, manufactures and markets category-leading products and solutions for automotive enthusiasts through a focused portfolio spanning four consumer vertical groupings: American Performance, Modern Truck & Off-Road, Euro & Import, and Safety & Racing. For more than a century, Holley has built its reputation through innovation, technical expertise and a deep understanding of enthusiast culture. For more information, visit holley.com.




Investor Relations Contact(s):
Anthony Rozmus / Jenna Kozlowski
Solebury Strategic Communications
203-428-3224
Holley@soleburystrat.com

Media Relations Contact(s):
Nathan Espinosa/Michael Murray
Kahn Media
818-881-5246
Holley@KahnMedia.com



Filing Exhibits & Attachments

5 documents