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Form 4: Sentinel-linked holders dispose of 2,100,000 HLLY shares at $2.63

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Holley Inc. (HLLY) insiders sold 2,100,000 shares on 09/18/2025 via an underwriters' overallotment option. The shares were sold by Holley Parent Holdings, LLC (d/b/a Sentinel Holley), an entity controlled by Sentinel Capital Partners. The reported selling price was $2.63 per share, which the filing states equals the public price less underwriting discounts and commissions. The transaction did not create new shares and the issuer did not receive proceeds. After the sale, the reporting parties beneficially owned 24,654,834 shares on an indirect basis. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

  • Transaction executed via underwriters' overallotment option, indicating an orderly mechanism for the sale
  • Issuer was not diluted because no new shares were created and the company received no proceeds
  • Filing discloses controlling entity (Sentinel Holley) and provides joint filer reference for transparency

Negative

  • Large disposition of 2,100,000 shares could be material given the size of the block sold
  • Selling price of $2.63 may reflect market pricing pressure at the time of the offering

Insights

TL;DR: A sizable secondary sale of 2.1M shares by Sentinel-linked holders; transaction executed through the underwriters' option.

The sale of 2,100,000 shares at $2.63 was effected by the underwriters' exercise of an overallotment option, a routine mechanism in follow-on offerings. The filing explicitly states the issuer did not receive proceeds and no new shares were created, so this was a secondary disposition by pre-existing holders rather than dilution. The remaining reported indirect beneficial ownership is 24,654,834 shares, which provides context for the sellers' ongoing stake size.

TL;DR: Insider group sold shares via standard option exercise; disclosure is complete and clarifies ownership structure.

The Form 4 identifies the selling entity (Holley Parent Holdings, LLC d/b/a Sentinel Holley) and multiple related Sentinel entities as reporting persons, and references Exhibit 99.2 for joint filer details. The filing clarifies that the sale arose from an underwritten offering overallotment option, preserving transparency about the mechanics and ensuring investors know this was a secondary sale by holders affiliated with Sentinel Capital Partners.

Insider LOBEL DAVID S, Holley Parent Holdings, L.L.C., Sentinel Partners V, L.P., Sentinel Managing Co V, Inc., Sentinel Capital Partners V, L.P., Sentinel Capital Partners V-A, L.P., Sentinel Capital Investors V, L.P.
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold 2,100,000 shs ($5.52M)
Type Security Shares Price Value
Sale Common Stock 2,100,000 $2.63 $5.52M
Holdings After Transaction: Common Stock — 24,654,834 shares (Indirect, See footnotes)
Footnotes (1)
  1. The shares were sold by Holley Parent Holdings, LLC d/b/a Sentinel Holley Holdings ("Sentinel Holley") pursuant to an overallotment option (the "Option") granted to the underwriters by Sentinel Holley in an underwritten public offering, which initially closed on September 12, 2025. On September 18, 2025, the underwriters exercised the Option to purchase an additional 2,100,000 shares from Sentinel Holley. 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. See Exhibit 99.2 for Joint Filer information. The selling price of such shares was $2.63, which represents the price to the public less the underwriting discounts and commissions.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
09/18/2025
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 09/18/2025 S(1) 2,100,000(1) D $2.63(3) 24,654,834 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 overallotment option (the "Option") granted to the underwriters by Sentinel Holley in an underwritten public offering, which initially closed on September 12, 2025. On September 18, 2025, the underwriters exercised the Option to purchase an additional 2,100,000 shares from Sentinel Holley. 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 09/19/2025
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 for Holley Inc. (HLLY) report on 09/18/2025?

The filing reports a sale of 2,100,000 common shares on 09/18/2025 executed under an underwriters' overallotment option.

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.

At what price were the HLLY shares sold?

The reported selling price was $2.63 per share, described as the public price less underwriting discounts and commissions.

Did Holley Inc. receive proceeds or issue new shares in this transaction?

No. The filing states the issuer did not receive proceeds and the transaction did not create any new shares of common stock.

How many shares did the reporting parties beneficially own after the sale?

Following the reported transaction, the reporting parties beneficially owned 24,654,834 shares on an indirect basis.