HLLY Form 4: Stevenson Receives 433,034 RSUs and 433,034 PSUs

Rhea-AI Filing Summary

Matthew J. Stevenson, President & CEO and a director of Holley Inc. (HLLY), received equity awards totaling 866,068 units on 08/12/2025. The filing shows two grants of 433,034 units each: one class of restricted stock units that convert one-for-one into common shares and vest in approximately equal installments on August 12 of 2026, 2027 and 2028, contingent on continued employment; and one class of performance stock units that convert one-for-one into common shares only if Holley’s common stock meets a specified price target for 20 consecutive trading days before the seven-year expiration. After these grants, the reported beneficial ownership totals are 2,646,995 shares for the restricted units line and 3,080,029 shares for the performance units line, reflecting the reported post-transaction positions.

Positive

• Grant includes time-based RSUs vesting over three years, supporting executive retention through 2028
• Performance stock units require a sustained price target for vesting, aligning pay with long-term stock performance

Negative

• None.

Insights

Compensation Analyst

TL;DR: A large mix of time-based and performance-based equity awards was granted to the CEO, emphasizing retention and long-term price performance.

The award package combines three-year time-based restricted stock units and long-duration performance stock units tied to a sustained stock price threshold over 20 consecutive trading days before a seven-year expiry. This structure aligns pay with long-term shareholder value and retention: the RSUs vest annually over three years only with continued employment, while the PSUs only convert if a specified sustained price condition is met. The filing discloses the exact unit counts (433,034 of each type) and the resulting reported beneficial ownership positions, enabling investors to quantify potential future dilution if and when awards vest and convert.

Corporate Governance Expert

TL;DR: The disclosure documents standard executive grants with multi-year vesting and performance conditions; impact appears routine and disclosure is clear.

The Form 4 identifies the reporting person as both President & CEO and a director and reports two contemporaneous grants of identical unit counts. Vesting terms are explicitly described: RSUs vest in equal or nearly equal annual installments through 2028 subject to employment, and PSUs vest only if a specified sustained price target is met prior to a seven-year expiration. The form provides transparent post-grant beneficial ownership figures, allowing stakeholders to assess executive holdings and governance alignment without additional interpretation from the filing itself.

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
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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^*

Stevenson Matthew

(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)

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

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		433,034	A	$0	2,646,995	D
Common Stock(2)	08/12/2025		A		433,034	A	$0	3,080,029	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 of each of 2026, 2027, and 2028, subject to the reporting person's continuous employment through such date.

2. Each performance stock unit represents a contingent right to receive, upon vesting, one share of Common Stock. The performance rights vest subject to the Common Stock achieving a specified price target on each trading day for a period of twenty (20) consecutive trading days, before the expiration date, on the seven year anniversary of the date of grant.

Remarks:

	/s/ Carly Kennedy, Attorney-In-Fact for Matthew J. Stevenson	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 equity awards did Holley Inc. (HLLY) reporting person Matthew J. Stevenson receive?

The filing shows two grants of 433,034 units each: restricted stock units (RSUs) and performance stock units (PSUs), totaling 866,068 units.

When do the restricted stock units vest for the HLLY grant?

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

What performance condition applies to the performance stock units in the HLLY Form 4?

The PSUs vest only if Holley’s common stock meets a specified price target for 20 consecutive trading days before the awards expire on the seven-year anniversary.

How many shares does the reporting person beneficially own after the reported transactions?

The filing reports post-transaction beneficial ownership of 2,646,995 shares for the RSU line and 3,080,029 shares for the PSU line as shown in the Form 4.

What role does Matthew J. Stevenson hold at HLLY according to the filing?

The Form 4 lists Matthew J. Stevenson as both a Director and the President and CEO of Holley Inc.