STOCK TITAN

Holley (NYSE: HLLY) EVP Kennedy gets RSUs as shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Holley Inc. EVP & General Counsel Carly Kennedy reported routine equity compensation activity and related tax withholding in company stock. On March 13, 2026, she received 77,277 restricted stock units at no cost under Holley’s 2021 Omnibus Incentive Plan, which will vest in equal or nearly equal installments each March 13 of 2027, 2028 and 2029, subject to continued employment. An additional 3,240 restricted stock units were granted, reflecting extra shares from performance-based awards where Holley achieved a 110% payout on fiscal 2025 Revenue and EBITDA goals, 10% above the target award. To cover required tax withholding upon vesting of previously granted restricted shares, 7,647 shares were automatically withheld on March 4, 24,263 on March 8, and 26,784 on March 21, at fair market values tied to recent closing prices. After these transactions, Kennedy directly holds 475,055 shares of Holley common stock.

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Insider Kennedy Carly
Role EVP & General Counsel
Type Security Shares Price Value
Grant/Award Common Stock 3,240 $0.00 --
Tax Withholding Common Stock 26,784 $2.72 $73K
Grant/Award Common Stock 77,277 $0.00 --
Tax Withholding Common Stock 24,263 $3.36 $82K
Tax Withholding Common Stock 7,647 $3.46 $26K
Holdings After Transaction: Common Stock — 475,055 shares (Direct, null)
Footnotes (1)
  1. This amount represents shares automatically withheld upon the vesting of 19,431 restricted shares of common stock on March 4, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 4, 2026. This amount represents shares automatically withheld upon the vesting of 61,656 restricted shares of common stock on March 8, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 6, 2026. 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 March 13 of each of 2027, 2028, and 2029, subject to the reporting person's continuous employment through such date. This amount reflects additional shares issued upon the vesting of performance-based restricted stock units. The number of shares delivered was determined based on the Company's achievement of applicable performance metrics for fiscal year 2025, consisting of Revenue and EBITDA goals. The Company achieved a 110% payout for the relevant performance period, representing an additional 10% of shares above the target award. This amount represents shares automatically withheld upon the vesting of 68,062 restricted shares of common stock on March 21, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 20, 2026.
Tax-withholding shares 58,694 shares Shares automatically withheld for tax obligations in March 2026
RSU grant 77,277 units Restricted stock units granted on March 13, 2026 at $0.00
Additional performance RSUs 3,240 units Extra shares from performance-based awards with 110% payout
Post-transaction holdings 475,055 shares Direct Holley common stock held after March 21, 2026
Tax-withholding price March 4 $3.46 per share Fair market value used for 7,647 shares withheld on March 4, 2026
Tax-withholding price March 8 $3.36 per share Fair market value used for 24,263 shares withheld on March 8, 2026
Tax-withholding price March 21 $2.72 per share Fair market value used for 26,784 shares withheld on March 21, 2026
Performance payout 110% Payout level on fiscal 2025 Revenue and EBITDA performance RSUs
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.
performance-based restricted stock units financial
"This amount reflects additional shares issued upon the vesting of performance-based restricted stock units."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
tax withholding financial
"shares automatically withheld upon the vesting ... to cover required tax withholding."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
2021 Omnibus Incentive Plan financial
"Represents a grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan."
Revenue financial
"based on the Company's achievement of applicable performance metrics for fiscal year 2025, consisting of Revenue and EBITDA goals."
EBITDA financial
"based on the Company's achievement of applicable performance metrics for fiscal year 2025, consisting of Revenue and EBITDA goals."
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
SEC Form 4
FORM 4UNITED 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)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/04/2026F7,647(1)D$3.46418,801D
Common Stock03/08/2026F24,263(2)D$3.36394,538D
Common Stock03/13/2026A77,277(3)A$0471,815D
Common Stock03/21/2026A3,240(4)A$0475,055D
Common Stock03/21/2026F26,784(5)D$2.72448,271D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This amount represents shares automatically withheld upon the vesting of 19,431 restricted shares of common stock on March 4, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 4, 2026.
2. This amount represents shares automatically withheld upon the vesting of 61,656 restricted shares of common stock on March 8, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 6, 2026.
3. 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 March 13 of each of 2027, 2028, and 2029, subject to the reporting person's continuous employment through such date.
4. This amount reflects additional shares issued upon the vesting of performance-based restricted stock units. The number of shares delivered was determined based on the Company's achievement of applicable performance metrics for fiscal year 2025, consisting of Revenue and EBITDA goals. The Company achieved a 110% payout for the relevant performance period, representing an additional 10% of shares above the target award.
5. This amount represents shares automatically withheld upon the vesting of 68,062 restricted shares of common stock on March 21, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 20, 2026.
Remarks:
/s/ Carly Kennedy04/29/2026
** Signature of Reporting PersonDate
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)

FAQ

What equity awards did Holley (HLLY) grant to EVP & General Counsel Carly Kennedy?

Carly Kennedy received 77,277 restricted stock units on March 13, 2026, at no cost, plus an additional 3,240 units from performance-based awards. These RSUs vest in roughly equal annual installments on March 13 of 2027, 2028 and 2029, subject to continued employment.

Why were Holley (HLLY) shares disposed of in Carly Kennedy’s Form 4 filing?

The dispositions reflect shares automatically withheld to cover tax obligations on vesting restricted stock. On March 4, 8 and 21, 2026, Holley withheld 7,647, 24,263 and 26,784 shares, respectively. These are tax-withholding events rather than open-market stock sales by Kennedy.

How many Holley (HLLY) shares does Carly Kennedy hold after these transactions?

Following the reported grants and tax-withholding dispositions, Carly Kennedy directly holds 475,055 shares of Holley common stock. This figure includes her updated position after multiple RSU grants and automatic share withholding tied to vesting events during March 2026.

What performance metrics drove Carly Kennedy’s additional Holley (HLLY) share awards?

The additional 3,240 shares reflect performance-based restricted stock units tied to fiscal 2025 Revenue and EBITDA goals. Holley achieved a 110% payout for the performance period, meaning results exceeded targets enough to deliver 10% more shares than the original target award.

How many Holley (HLLY) shares were withheld for Carly Kennedy’s tax obligations?

In total, 58,694 shares of Holley common stock were automatically withheld to cover tax withholding on vesting restricted shares. These withholdings occurred in three events during March 2026 and are characterized as tax-withholding dispositions, not discretionary stock sales.

Under which plan were Carly Kennedy’s new Holley (HLLY) RSUs granted?

The new RSUs reported for Carly Kennedy were granted under Holley’s 2021 Omnibus Incentive Plan. Each unit represents the right to receive one share of common stock upon vesting, aligning a portion of her compensation with long-term company performance and share value.