Sentinel-affiliated holders sell 14M HLLY shares; issuer receives no proceeds

Rhea-AI Filing Summary

Holley Inc. (HLLY) insiders reported the sale of 14,000,000 shares of common stock by Holley Parent Holdings, LLC (d/b/a Sentinel Holley) on 09/10/2025 at a public offering price net of underwriting discounts of $2.63 per share. After the transaction, the reporting parties collectively beneficially own 26,754,834 shares on an indirect basis. The filing states the offering closed on September 12, 2025, the issuer did not issue new shares and received no proceeds from the sale. Multiple Sentinel-affiliated entities and David S. Lobel are listed as reporting persons; joint filer details are provided in an exhibit.

Positive

• None.

Negative

• Large disposition: 14,000,000 shares were sold by Holley Parent Holdings (Sentinel Holley), representing a substantial insider sale
• 10% owner reduction: The transaction involves entities and individuals previously identified as 10% owners, which may reduce their direct/indirect economic stake

Insights

Securities Analyst

TL;DR: A large 14 million-share disposition by Sentinel-affiliated holders via an underwritten offering; issuer unchanged, insiders still hold substantial indirect stake.

The Form 4 discloses a sizable disposal executed through an underwritten public offering with a reported public price net of underwriting discounts of $2.63 per share. The filing explicitly notes the issuer did not receive proceeds and no new shares were created, indicating this was a secondary sale by existing holders. Post-transaction indirect beneficial ownership remains material at 26,754,834 shares. The disclosure is specific to transaction mechanics and ownership; no financial performance or forward-looking information is provided in the filing.

Corporate Governance Expert

TL;DR: Material insider selling by a 10% owner was disclosed cleanly; joint filer structure and exhibit referenced for ownership clarity.

The filing identifies David S. Lobel and multiple Sentinel entities as reporting persons and references an exhibit for joint filer information. It clarifies the transaction was an underwritten offering that closed on September 12, 2025, and that the issuer's outstanding share count was unaffected. The report is procedural and meets Section 16 disclosure requirements; it provides no commentary on governance intentions or changes beyond the sale mechanics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LOBEL DAVID S

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Holley Inc. [ HLLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2025		S(1)		14,000,000(1)	D	$2.63(3)	26,754,834	I	See footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

LOBEL DAVID S

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Holley Parent Holdings, L.L.C.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sentinel Partners V, L.P.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sentinel Managing Co V, Inc.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sentinel Capital Partners V, L.P.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sentinel Capital Partners V-A, L.P.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sentinel Capital Investors V, L.P.

(Last) (First) (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C.

ONE VANDERBILT AVENUE, 53RD FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares were sold by Holley Parent Holdings, LLC d/b/a Sentinel Holley Holdings ("Sentinel Holley") pursuant to an underwritten public offering, which closed on September 12, 2025. Sentinel Holley is an entity ultimately controlled by Sentinel Capital Partners, LLC that was formed to hold the investment by its affiliated funds and certain other investors in the Issuer. The Issuer did not sell or receive shares or receive any consideration in connection with the Transaction, and the Transaction did not create any new shares of Common Stock or change the number of shares of outstanding Common Stock of the Issuer.

2. See Exhibit 99.2 for Joint Filer information.

3. The selling price of such shares was $2.63, which represents the price to the public less the underwriting discounts and commissions.

	By: /s/ Vincent Taurassi, Attorney-In-Fact for David S. Lobel	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did the Form 4 for HLLY disclose on 09/10/2025?

The Form 4 discloses a sale of 14,000,000 common shares on 09/10/2025 at a selling price of $2.63 per share (price to public less underwriting discounts), with ownership after the sale of 26,754,834 shares indirectly.

Who sold the shares reported in the HLLY Form 4?

The shares were sold by Holley Parent Holdings, LLC (d/b/a Sentinel Holley), an entity controlled by Sentinel Capital Partners and affiliated reporting persons including David S. Lobel.

Did Holley Inc. (HLLY) issue new shares or receive proceeds from the sale?

No. The filing explicitly states the issuer did not sell or receive shares or consideration and the transaction did not create any new shares outstanding.

When did the offering close according to the filing?

The filing states the underwritten public offering closed on September 12, 2025.

Where can I find joint filer details for this Form 4?

The Form 4 refers to Exhibit 99.2 for joint filer information.