HLLY insider filing: Carly Kennedy receives 123,724 RSUs vesting 2026-2028

Rhea-AI Filing Summary

Holley Inc. insider filing: Carly Kennedy, identified as Executive Vice President & General Counsel and reporting person, received a grant of 123,724 restricted stock units on 08/12/2025 under the companys 2021 Omnibus Incentive Plan. Each restricted stock unit converts to one share of common stock upon vesting and the units were granted at no cash price ($0). Following the grant, the reporting person beneficially owns 426,448 shares. The restricted stock units vest in equal or nearly equal installments on August 12, 2026, 2027, and 2028, subject to continuous employment.

Positive

• Equity alignment: 123,724 RSUs link executive compensation to shareholder value by converting to one share per unit upon vesting
• Retention focus: Vesting occurs over three annual installments (2026, 2027, 2028), encouraging continued employment
• No cash outlay: Grant recorded at a $0 price, indicating equity award rather than cash bonus or option purchase

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Typical multi-year RSU award for a senior executive, aligning compensation with shareholder outcomes without immediate cash payout.

The grant is documented as restricted stock units under the 2021 Omnibus Incentive Plan, vesting over three annual installments starting August 12, 2026. The award increases the reporting person's beneficial ownership to 426,448 shares and is granted at no cash price, indicating equity-based compensation rather than immediate cash remuneration. This is a routine executive award; materiality depends on company-wide equity program size and total outstanding shares, which are not provided in this filing.

Compensation Analyst

TL;DR: The structure is a standard time-based RSU grant designed to retain the executive over a three-year period.

The filing specifies 123,724 RSUs granted on 08/12/2025 with vesting in equal or nearly equal installments on August 12 of 2026, 2027, and 2028, subject to continuous employment. The award vests into one share per RSU. The grant price is recorded as $0, consistent with restricted units rather than an option exercise. The filing does not disclose performance conditions, total program run-rate, or pro forma dilution metrics, so quantitative compensation impact cannot be assessed from this form alone.

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^*

Kennedy Carly

(Last) (First) (Middle)

2445 NASHVILLE ROAD

(Street)

BOWLING GREEN KY 42101

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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

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

X	Form filed by One Reporting Person
	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(1)	08/12/2025		A		123,724	A	$0	426,448	D

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. Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. These restricted stock units will vest in equal, or nearly equal, installments on August 12, 2026, 2027, and 2028, subject to the reporting person's continuous employment through such date.

Remarks:

	/s/ Carly Kennedy	08/14/2025
	** 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.

FAQ

What did Carly Kennedy receive according to the HLLY Form 4?

The filing reports a grant of 123,724 restricted stock units on 08/12/2025 under Holley Inc.s 2021 Omnibus Incentive Plan.

How many shares does Carly Kennedy beneficially own after the reported transaction (HLLY)?

Following the reported transaction the filing shows 426,448 shares beneficially owned by the reporting person.

When do the restricted stock units for Carly Kennedy vest?

The RSUs vest in equal or nearly equal installments on August 12, 2026, 2027, and 2028, subject to continuous employment.

Was any cash paid for the RSUs in the Form 4 filing for HLLY?

No cash price was reported; the transaction lists a price of $0, consistent with restricted stock units.

What position does the reporting person hold at Holley Inc. in this filing?

The filing identifies Carly Kennedy as Executive Vice President & General Counsel and indicates officer status.

When was the Form 4 signed and filed by the reporting person?

The signature block shows the form signed by /s/ Carly Kennedy on 08/14/2025.