[SCHEDULE 13D/A] Holley Inc. SEC Filing

Rhea-AI Filing Summary

Holley Inc. reporting persons (including Sentinel entities and Holley Parent Holdings, LLC) each beneficially own 24,654,834 shares of Common Stock, representing approximately 20.5% of the outstanding shares based on 120,499,661 shares outstanding as of September 8, 2025. The amendment discloses that Holley Parent Holdings granted an option to underwriters on September 10, 2025 to sell an additional 2,100,000 shares, which the underwriters exercised and closed on September 18, 2025 at a public offering price of $2.75 per share, minus underwriting discounts of $0.12 per share. Except for the transaction described, no other transactions in the Common Stock by the reporting persons were effected since the last filed amendment.

Insights

Financial Analyst

TL;DR: Reporting persons retain a significant 20.5% stake after an underwritten secondary sale of 2.1M shares.

The amendment documents an underwritten sale by the Selling Stockholder of 2,100,000 shares at $2.75 per share (less $0.12 underwriting fee), completed September 18, 2025. The reported beneficial ownership of 24,654,834 shares and a 20.5% ownership percentage are material for shareholder structure analysis and suggest the reporting persons remain large, potentially influential holders. The disclosure is routine for a marketed secondary offering and provides clarity on changes to the free float and ownership concentration.

M&A / Governance Specialist

TL;DR: Transaction is a structured secondary sale; ownership levels remain concentrated but unchanged beyond the disclosed offering.

The filing confirms the use of an underwriting agreement and the exercise of an option to increase the public offering by 2.1M shares, a typical mechanism in equity offerings. This action altered the distribution of shares by increasing the public float while the reporting persons still beneficially own 20.5% of the company. For governance, the concentration remains significant and could affect control dynamics, but no other strategic transactions or governance changes are disclosed in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

09/18/2025

(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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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 24,654,834.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,654,834.00

11

Aggregate amount beneficially owned by each reporting person

24,654,834.00

12

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

13

Percent of class represented by amount in Row (11)

20.5 %

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. 8 (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 13D (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, as amended by Amendment No. 6 to the Schedule 13D (Amendment No. 6), filed on December 18, 2024, and as amended by Amendment No. 7 to the Schedule 13D (Amendment No. 7), filed on September 12, 2025, 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 granted an option to the Underwriters to sell an additional 2,100,000 shares of Common Stock held by the Selling Stockholder (the "Option"). On September 18, 2025, the Underwriters exercised the Option and the additional 2,100,000 shares were sold at the public offering price of $2.75 per share, less underwriting discounts and commissions of $0.12 per share. The additional sale of the shares of Common Stock pursuant to the Option closed on September 18, 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 in Amendment No. 7.
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 24,654,834 shares of Common Stock, representing approximately 20.5% 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 since the last filed amended Schedule 13D
(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

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:	09/19/2025

Holley Parent Holdings, LLC

Signature:	/s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/19/2025

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:	09/19/2025

Sentinel Managing Company V, Inc.

Signature:	/s/ Vincent Taurassi
Name/Title:	Vincent Taurassi, Attorney-in-Fact
Date:	09/19/2025

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:	09/19/2025

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:	09/19/2025

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:	09/19/2025

FAQ

How many Holley Inc. (HLLY) shares do the reporting persons now beneficially own?

The reporting persons each beneficially own 24,654,834 shares, representing approximately 20.5% of Holley Inc.'s outstanding common stock.

What transaction is disclosed in this Schedule 13D/A for HLLY?

The Selling Stockholder granted an option to the underwriters to sell an additional 2,100,000 shares, which was exercised and closed on September 18, 2025.

At what price were the additional HLLY shares sold and what were the fees?

The additional shares were sold at a public offering price of $2.75 per share, less underwriting discounts and commissions of $0.12 per share.

Did the reporting persons make any other transactions in HLLY since the last amendment?

Except for the transaction described in this amendment, the reporting persons and individuals listed on Schedule I have not effected any other transactions in the common stock since the last filed amended Schedule 13D.

What basis was used to calculate the 20.5% ownership figure?

The percentage is based on 120,499,661 shares of common stock issued and outstanding as of September 8, 2025, per the issuer's Rule 424(b)(3) prospectus filed September 9, 2025.