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SCHEDULE 13D/A 0001251226 XXXXXXXX LIVE 7 Common Stock, par value $0.0001 per share 09/10/2025 false 0001822928 43538H103 HOLLEY INC. 2445 Nashville Road, Suite B1 Bowling Green KY 42101 Vincent E. Taurassi (212) 688-3100 Sentinel Capital Partners One Vanderbilt Avenue, 53rd Floor New York NY 10017 0001251226 N David S. Lobel N X1 0 26754834 0 26754834 26754834 N 22.2 IN 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. 0001871959 N Holley Parent Holdings, LLC N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. 0001871535 N Sentinel Partners V, L.P. N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. 0001871532 N Sentinel Managing Company V, Inc. N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. 0001581247 N Sentinel Capital Partners V, L.P. N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. 0001581249 N Sentinel Capital Partners V-A, L.P. N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. 0001581250 N Sentinel Capital Investors V, L.P. N DE 0 26754834 0 26754834 26754834 N 22.2 CO 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. Common Stock, par value $0.0001 per share HOLLEY INC. 2445 Nashville Road, Suite B1 Bowling Green KY 42101 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 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. The information set forth in Item (5)(a) of this Schedule 13D is incorporated by reference in its entirety into this Item 5(b). 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 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 Not applicable 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 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 David S. Lobel /s/ Vincent Taurassi, Attorney-In-Fact For David S. Lobel 09/12/2025 Holley Parent Holdings, LLC /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025 Sentinel Partners V, L.P. By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025 Sentinel Managing Company V, Inc. /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025 Sentinel Capital Partners V, L.P. By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner, /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025 Sentinel Capital Partners V-A, L.P. By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025 Sentinel Capital Investors V, L.P. By: Sentinel Partners V, L.P. its general partner, By: Sentinel Managing Company V, Inc. its general partner /s/ Vincent Taurassi Vincent Taurassi, Attorney-in-Fact 09/12/2025