04/29/2026 | Press release | Distributed by Public on 04/29/2026 17:04
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kennedy Carly 1A BURTON HILLS BLVD, SUITE 240 NASHVILLE, TN 37215 |
EVP & General Counsel | |||
| /s/ Carly Kennedy | 04/29/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |