HLLY Insider Filing: CFO Jesse Weaver Receives 247,448 RSUs with 3-Year Vesting

Rhea-AI Filing Summary

Jesse Weaver, Chief Financial Officer of Holley Inc. (HLLY), was granted 247,448 restricted stock units on 08/12/2025. Each unit converts to one share upon vesting and carries no purchase price. Following the grant, Mr. Weaver beneficially owns 659,459 shares. The restricted stock units vest in approximately equal installments on August 12 of 2026, 2027 and 2028, and are subject to continued employment through each vesting date. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Long-term alignment: 247,448 RSUs vesting over three years aligns the CFO's interests with shareholders
• Retention-focused: Time-based vesting contingent on continued employment supports executive retention

Negative

• Potential dilution: Issuance of RSUs will increase outstanding shares upon vesting, though magnitude is unspecified

Insights

Compensation Analyst

TL;DR: A multi-year RSU award aligns the CFO with shareholder outcomes and supports retention.

The 247,448 restricted stock unit grant is a standard long-term incentive that vests over three annual installments, tying a significant portion of the CFO's compensation to future equity performance and continued employment. The grant price is $0, consistent with RSUs rather than stock purchases. From an investor perspective, this is routine for senior executives and signals emphasis on retention and alignment rather than immediate cash payout. The size of the award relative to total outstanding shares is not specified in the filing, so absolute dilution cannot be quantified here.

Corporate Governance Expert

TL;DR: Routine insider grant with standard vesting; governance implications limited absent further context.

The disclosure shows typical governance practice of awarding time-based RSUs to a C-suite officer, with vesting contingent on continued service. The filing includes required details: grant amount, vesting schedule, and resulting beneficial ownership of 659,459 shares. This transaction does not indicate departures, sales, or unusual executing provisions. Without additional data on total shares outstanding, grant size relative to peers or prior awards cannot be evaluated from this filing 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

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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^*

WEAVER JESSE

(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)
	Chief Financial Officer

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		247,448	A	$0	659,459	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.

Remarks:

	/s/ Carly Kennedy, Attorney-In-Fact for Jesse Weaver	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 transaction did Jesse Weaver report on Form 4 for HLLY?

He was granted 247,448 restricted stock units on 08/12/2025, each converting to one share upon vesting.

How many shares does Jesse Weaver beneficially own after the grant?

659,459 shares beneficially owned following the reported transaction.

When do the restricted stock units vest?

They vest in equal or nearly equal installments on August 12 of 2026, 2027, and 2028, subject to continued employment.

Did Jesse Weaver purchase the shares paid in cash?

No purchase price was paid; the RSUs are reported with a price of $0, consistent with a grant.

Who signed the Form 4 filing for Jesse Weaver?

Carly Kennedy, Attorney-In-Fact, signed the form on 08/14/2025.