Holley secondary offering: 14M shares sold; underwriters have 2.1M option

Rhea-AI Filing Summary

Holley Inc. reporting persons filed Amendment No. 7 to their Schedule 13D to disclose a secondary sale by Holley Parent Holdings, LLC. Pursuant to an underwriting agreement dated September 10, 2025, the Selling Stockholder sold 14,000,000 shares of Holley common stock at a public offering price of $2.75 per share (underwriting discounts and commissions of $0.12 per share). The offering closed on September 12, 2025, and the Underwriters have a 30-day option to purchase an additional 2,100,000 shares. After the transaction, each reporting person beneficially owns 26,754,834 shares, representing approximately 22.2% of the 120,499,661 shares outstanding (per the issuer's September 9, 2025 prospectus). The Selling Stockholder agreed to customary 90-day lock-up restrictions commencing September 12, 2025. The Underwriting Agreement is filed as Exhibit 7.

Positive

• Transparency: The reporting persons filed an updated Schedule 13D amendment disclosing the underwriting agreement and sale details.
• Continued Significant Ownership: Reporting persons retain 26,754,834 shares (approximately 22.2%), preserving substantial influence.

Negative

• Material Sale: Holley Parent Holdings sold 14,000,000 shares in a public offering, increasing share supply.
• Potential Further Dilution/Sell Pressure: Underwriters hold a 30-day option to purchase an additional 2,100,000 shares.

Insights

Financial Analyst

TL;DR A significant block sale reduced the selling stockholder's liquid position while reporting persons still hold a substantial 22.2% stake.

The sale of 14,000,000 shares at $2.75 net of underwriting fees is a material liquidity event that increases public float and may pressure near-term supply. The reporting persons continue to beneficially own 26,754,834 shares (22.2% of outstanding), so they remain a large constituency with potential influence. The 30-day over-allotment option for 2.1 million shares and a 90-day lock-up are standard in follow-on offerings and limit immediate additional selling from the locked parties. Market impact will depend on trading volume and investor reception to the offering price relative to recent trading.

Corporate Governance Expert

TL;DR The disclosure documents show a routine secondary offering by an insider-affiliated holder with typical underwriting and lock-up terms.

The amendment updates Item 4 and Item 5 to reflect the underwriting agreement and the resulting change in beneficial ownership. Filing persons include affiliates and fund entities that share voting and dispositive power over the disclosed shares. The retention of a 22.2% stake after the sale means these reporting persons remain significant shareholders; governance dynamics may persist. The filing appropriately references the underwriting agreement and incorporates customary terms, with the contract filed as Exhibit 7 for review.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

HOLLEY INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

43538H103

(CUSIP Number)

Vincent E. Taurassi
Sentinel Capital Partners, One Vanderbilt Avenue, 53rd Floor
New York, NY, 10017
(212) 688-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

David S. Lobel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Holley Parent Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Sentinel Partners V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Sentinel Managing Company V, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Sentinel Capital Partners V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Sentinel Capital Partners V-A, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025.

SCHEDULE 13D

CUSIP No. 43538H103

1

Name of reporting person

Sentinel Capital Investors V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,754,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,754,834.00

11

Aggregate amount beneficially owned by each reporting person

26,754,834.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percent of class in Row (13) represented by amount in Row (11) is based upon 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on September 9, 2025. Explanatory Note This Amendment No. 7 (this Amendment) amends and supplements the Schedule 13D filed on July 26, 2021 (as amended by Amendment No. 1 to the Schedule 13D (Amendment No. 1), filed on February 15, 2022, as amended by Amendment No. 2 to the Schedule 13 D (Amendment No. 2), filed on March 24, 2022 as amended by Amendment No. 3 to the Schedule 13D (Amendment No. 3), filed on April 25, 2022, as amended by Amendment No. 4 to the Schedule 13D (Amendment No. 4), filed on August 17, 2023, as amended by Amendment No. 5 to the Schedule 13D (Amendment No. 5), filed on September 13, 2024, this Schedule 13D), and as amended by Amendment No. 6 to the Schedule 13D (Amendment No. 6), filed on December 18, 2024, this Schedule 13D) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in this Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in this Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: HOLLEY INC.
(c)	Address of Issuer's Principal Executive Offices: 2445 Nashville Road, Suite B1, Bowling Green, KENTUCKY , 42101.
Item 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is hereby amended and supplemented to include the following: On September 10, 2025, Holley Parent Holdings, LLC (the "Selling Stockholder") and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"). Pursuant to the Underwriting Agreement, the Selling Stockholder sold in the aggregate 14,000,000 shares of Common Stock. The shares were sold at the public offering price of $2.75 per share, less underwriting discounts and commissions of $0.12 per share. The sale of the shares of Common Stock pursuant to the Underwriting Agreement closed on September 12, 2025. References to and descriptions of the Underwriting Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which has been filed as Exhibit 7 hereto and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in or incorporated by reference in Item 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, the Reporting Persons each beneficially own 26,754,834 shares of Common Stock, representing approximately 22.2% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by each Reporting Person is based on 120,499,661 shares of Common Stock issued and outstanding as of September 8, 2025 as reported by the Issuer in its Rule 424(b)(3) prospectus filed with the the Securities and Exchange Commission on September 9, 2025.
(b)	The information set forth in Item (5)(a) of this Schedule 13D is incorporated by reference in its entirety into this Item 5(b).
(c)	Except for the Transaction as reported herein, neither the Reporting Persons nor any of the individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days
(d)	Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Schedule 13D is hereby amended and supplemented to include the following: Pursuant to the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriters an option to purchase 2,100,000 shares of Common Stock, which option is exercisable for 30 days following September 12, 2025. In addition, pursuant to the Underwriting Agreement, the Selling Stockholder has agreed to customary lock-up restrictions (subject to certain exceptions) in respect of the Common Stock for a 90-day period commencing September 12, 2025. The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of this Schedule 13D is hereby amended and supplemented to include the following: Exhibit No. Description 7 Underwriting Agreement, dated September 10, 2025, by and among Holley Inc., Holley Parent Holdings, LLC and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2025). https://www.sec.gov/Archives/edgar/data/1822928/000114036125034899/ef20055540_ex1-1.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David S. Lobel

Signature:	/s/ Vincent Taurassi, Attorney-In-Fact
Name/Title:	For David S. Lobel
Date:	09/12/2025

Holley Parent Holdings, LLC

Signature:	/s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

Sentinel Partners V, L.P.

Signature:	By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

Sentinel Managing Company V, Inc.

Signature:	/s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

Sentinel Capital Partners V, L.P.

Signature:	By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

Sentinel Capital Partners V-A, L.P.

Signature:	By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner /s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

Sentinel Capital Investors V, L.P.

Signature:	By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner /s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/12/2025

FAQ

What did Holley Parent Holdings sell in the September 2025 offering?

The Selling Stockholder sold 14,000,000 shares of Holley common stock at $2.75 per share, less underwriting discounts of $0.12 per share.

How many Holley shares do the reporting persons own after the offering (HLLY)?

Each reporting person beneficially owns 26,754,834 shares, representing approximately 22.2% of the 120,499,661 shares outstanding used for the calculation.

Are there any additional shares that may be sold after the closing?

Yes, the Underwriters have an option exercisable for 30 days to purchase up to 2,100,000 additional shares.

Did the Selling Stockholder agree to any lock-up restrictions?

Yes, the Selling Stockholder agreed to customary lock-up restrictions for a 90-day period commencing September 12, 2025, subject to customary exceptions.

Where can I find the underwriting agreement referenced in the filing?

The Underwriting Agreement is filed as Exhibit 7 and is incorporated by reference; the amendment cites an exhibit link to the issuer's SEC filing containing the agreement.