Holley Inc.

09/12/2025 | Press release | Distributed by Public on 09/12/2025 17:17

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LOBEL DAVID S
2. Issuer Name and Ticker or Trading Symbol
Holley Inc. [HLLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SENTINEL CAPITAL PARTNERS, L.L.C., ONE VANDERBILT AVENUE, 53RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025
(Street)
NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 09/10/2025 S(1) 14,000,000(1) D $2.63(3) 26,754,834 I See footnotes(1)(2)
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LOBEL DAVID S
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Holley Parent Holdings, L.L.C.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Sentinel Partners V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Sentinel Managing Co V, Inc.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Sentinel Capital Partners V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Sentinel Capital Partners V-A, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X
Sentinel Capital Investors V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017
X X

Signatures

By: /s/ Vincent Taurassi, Attorney-In-Fact for David S. Lobel 09/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The shares were sold by Holley Parent Holdings, LLC d/b/a Sentinel Holley Holdings ("Sentinel Holley") pursuant to an underwritten public offering, which closed on September 12, 2025. Sentinel Holley is an entity ultimately controlled by Sentinel Capital Partners, LLC that was formed to hold the investment by its affiliated funds and certain other investors in the Issuer. The Issuer did not sell or receive shares or receive any consideration in connection with the Transaction, and the Transaction did not create any new shares of Common Stock or change the number of shares of outstanding Common Stock of the Issuer.
(2) See Exhibit 99.2 for Joint Filer information.
(3) The selling price of such shares was $2.63, which represents the price to the public less the underwriting discounts and commissions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Holley Inc. published this content on September 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 12, 2025 at 23:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]