Holley director granted 32,710 RSUs in Form 4

Holley Inc. director Clempson Graham reported an equity award rather than an open-market trade.

Rhea-AI Filing Summary

Holley Inc. director Clempson Graham reported an equity award rather than an open-market trade. He received 32,710 shares of Common Stock as a grant of restricted stock units at $0.00 per share under Holley’s 2021 Omnibus Incentive Plan.

Each restricted stock unit converts into one share of Common Stock and will vest on May 1, 2027, if he continues in service through that date. After this award, Graham holds 134,895 shares directly and an additional 104,775 shares indirectly through Highwood Investing LLC, which holds the securities referenced in the indirect ownership entry.

Insider Trade Summary

Grant/Award: 32,710 shares

Grant/Award 2 txns

Insider Clempson Graham

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	32,710	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 134,895 shares (Direct); Common Stock — 104,775 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Represents a grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan, as amended. Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. These restricted stock units will vest on May 1, 2027, subject to the reporting person's continuous service through such date.
2. F2. These securities are held by Highwood Investing LLC. The Reporting Person may be deemed to beneficially own shares held directly by Highwood Investing LLC by virtue of his relationship with Highwood Investing LLC.

Key Figures

RSU grant size: 32,710 shares Grant price: $0.00 per share Vesting date: May 1, 2027 +2 more

5 metrics

RSU grant size 32,710 shares Restricted stock units granted on May 8, 2026

Grant price $0.00 per share Price per share for RSU grant

Vesting date May 1, 2027 RSUs vest if continuous service through this date

Direct holdings after grant 134,895 shares Total common shares held directly after transaction

Indirect holdings 104,775 shares Common shares held indirectly via Highwood Investing LLC

Key Terms

restricted stock units, 2021 Omnibus Incentive Plan, beneficially own, indirect ownership

4 terms

restricted stock units financial

"Represents a grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Omnibus Incentive Plan financial

"grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan, as amended"

beneficially own financial

"The Reporting Person may be deemed to beneficially own shares held directly by Highwood Investing LLC"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

indirect ownership financial

"These securities are held by Highwood Investing LLC. The Reporting Person may be deemed to beneficially own shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Holley Inc. (HLLY) director Clempson Graham report?

Clempson Graham reported receiving a grant of 32,710 restricted stock units for Holley Inc. common stock at no cost. This is a compensation-related equity award, not an open‑market purchase or sale, and reflects part of his ongoing incentive package.

How many Holley Inc. shares does Clempson Graham hold after this Form 4 filing?

After the reported grant, Clempson Graham directly holds 134,895 shares of Holley Inc. common stock. He is also associated with 104,775 additional shares held indirectly through Highwood Investing LLC, according to the ownership details and footnotes in the filing.

When do Clempson Graham’s new Holley Inc. restricted stock units vest?

The 32,710 restricted stock units granted to Clempson Graham are scheduled to vest on May 1, 2027. Vesting is contingent on his continuous service with Holley Inc. through that date, at which point each unit becomes one share of common stock.

What is the nature of Clempson Graham’s indirect ownership in Holley Inc. shares?

The Form 4 shows 104,775 Holley Inc. shares held indirectly through Highwood Investing LLC. The filing states he may be deemed to beneficially own those shares by virtue of his relationship with Highwood Investing LLC, which is the entity directly holding the securities.

Did Clempson Graham buy or sell any Holley Inc. shares on the market in this Form 4?

The Form 4 does not report any open‑market buys or sells by Clempson Graham. It records a grant of 32,710 restricted stock units at a price of $0.00 per share, which is compensation rather than a market transaction involving cash.

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

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Accepted by SEC EDGAR 05/14/2026 - 05:17 PM EDT Learn about SEC filing dates

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^*

Clempson Graham

(Last) (First) (Middle)

1A BURTON HILLS BLVD

SUITE 240

(Street)

NASHVILLE TENNESSEE 37215

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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	05/08/2026		A		32,710(1)	A	$0	134,895	D
Common Stock								104,775	I	See footnote(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

Explanation of Responses:

1. Represents a grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan, as amended. Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. These restricted stock units will vest on May 1, 2027, subject to the reporting person's continuous service through such date.

2. These securities are held by Highwood Investing LLC. The Reporting Person may be deemed to beneficially own shares held directly by Highwood Investing LLC by virtue of his relationship with Highwood Investing LLC.

Remarks:

	/s/ Carly Kennedy, Attorney-In-Fact for Graham Clempson	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)