HLLY

EX-99.1

2 hlly-20260628xexx991.htm

EX-99.1

Document

Exhibit 99.1

PRESS RELEASE

1A Burton Hills Blvd, Suite 240 Nashville, TN 37215 Holley.com

HOLLEY REPORTS SECOND QUARTER 2026 RESULTS

DOUBLE-DIGIT CORE GROWTH IN THREE OF FOUR DIVISIONS

RETURN TO NET SALES GROWTH REFLECTS STRENGTH ACROSS THE BUSINESS

LEVERAGE RATIO LOWEST LEVEL IN THE LAST FOUR YEARS

Advancing Portfolio Rebalancing Initiative to Enhance Focus, Simplify Operations, and Support Second-Half 2026 Performance

Nashville, TN. – August 5, 2026 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its second quarter ended June 28, 2026.

Second Quarter Highlights vs. Prior Year Period

•Net Sales grew 3.2% to $172.0 million compared to $166.7 million last year

•Core business net sales1 grew by 4.9% after excluding portfolio divestitures and portfolio rebalancing initiative.

•Net Loss was $(2.4) million, or $(0.02) per diluted share, compared to Net Income of $10.9 million, or $0.09 per diluted share, last year

•Includes a $28.3 million loss on the sale of non-core assets related to the Company's portfolio rebalancing initiative.

•Net Cash Provided by Operating Activities was $47.1 million compared to $40.5 million last year

•Adjusted Net Income2 was $24.0 million compared to $10.6 million last year

•Adjusted EBITDA2 was $33.8 million compared to $36.4 million last year

•Adjusted EBITDA margin1 was 19.6% compared to 21.9% last year

•Free Cash Flow2 was $40.9 million compared to $35.7 million last year

1Core business net sales excludes sales of divested businesses and the portfolio rebalancing initiative.

2See “Use and Reconciliation of Non-GAAP Financial Measures” below.

“Our second quarter results reflect positive core growth and continued execution against the strategic priorities we outlined earlier this year, with three of our four business segments delivering year-over-year core growth,” said Matthew Stevenson, President and Chief Executive Officer of Holley.

Stevenson continued, “We believe we are entering the second half of the year with solid momentum, supported by new national retailer placements, a healthy cadence of product innovation, and several important launches slated for the coming months. At the same time, we have reinvigorated our marketing calendar with a greater focus on brand activation and enthusiast engagement, helping to strengthen awareness and demand across our portfolio.

“During the quarter we completed the sale of our non-core Restoration brands, including Scott Drake and Brothers Trucks, a step that further reduces complexity and enables us to concentrate resources on our highest-priority growth opportunities. We remain focused on disciplined execution and believe the actions we have taken position Holley for continued progress in the periods ahead.”

Jesse Weaver, Chief Financial Officer of Holley, added, “The second quarter showcased our continued focus on cash generation, balance sheet improvement, and disciplined capital allocation. Our underlying operating performance was stronger than the year-over-year Adjusted EBITDA comparison suggests: the prior-year quarter included a one-time, non-cash benefit from the capitalization of tariff costs that did not repeat this year, and adjust for that item, we believe Adjusted EBITDA performance was approximately flat year-over-year. We generated strong free cash flow in the quarter and year-to-date, which enabled us to continue making progress on our capital priorities.

"During the quarter, we repurchased approximately $2.0 million of our common stock, reflecting our confidence in the long-term value of the business. Following a $15.0 million voluntary debt prepayment made after quarter-end, we have now reduced debt by $115.0 million through voluntary prepayments since September 2023. Combined with our strong cash generation, these actions contributed to another quarter of leverage reduction helping us maintain progress towards finishing the year below our targeted leverage ratio of 3.5x.

"Based on our first-half performance and the opportunities we see in the second half of the year, we are reiterating our full-year guidance and remain focused on delivering sustainable value for our shareholders."

Strategic Business Highlights and Recent Events

•27 brands delivered growth across DTC and B2B channels.

•Generated $40.9 million of free cash flow and remain on track for year-end leverage below 3.5x.

•Long Term Strategic initiatives drove $13.4 million in revenue and delivered $8.3 million in cost savings.

•Realigned marketing to strengthen consumer engagement and brand activation.

•Repurchased ~$2.0 million of shares, reinforcing confidence in our long-term value creation.

•Continued portfolio rebalancing through the divestiture of the non-core Restoration brands.

•Reduced debt by an additional $15.0 million, bringing total debt reduction to $115.0 million since Se

EX-99.1

2 hlly-2026329xexx991.htm

EX-99.1

Document

Exhibit 99.1

PRESS RELEASE

1A Burton Hills Blvd, Suite 240 Nashville, TN 37215 Holley.com

HOLLEY REPORTS FIRST QUARTER 2026 RESULTS

GROWTH IN THREE OF FOUR DIVISIONS & IMPROVEMENTS IN MULTIPLE KEY FINANCIAL METRICS

FIRST QUARTER NET INCOME OF $7.3 MILLION, UP $4.4 MILLION YEAR-OVER-YEAR

FIRST QUARTER ADJUSTED EBITDA MARGIN EXPANSION TO 18.5%, UP 71 BPS YEAR-OVER-YEAR

Disciplined Cost Control Supports Resilient First Quarter Profitability

Portfolio Optimization Initiative Expected to Improve Margin by Exiting Non-Value Added Businesses

Nashville, TN. – May 6, 2026 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its first quarter ended March 29, 2026.

First Quarter Highlights vs. Prior Year Period

•Net Sales was $147.3 million compared to $153.0 million last year

•Net Income was $7.3 million, or $0.06 per diluted share, compared to $2.8 million, or $0.02 per diluted share, last year

•Net Cash Used in Operating Activities was $2.9 million compared to $7.8 million last year

•Adjusted Net Income1 was $5.7 million compared to $2.6 million last year

•Adjusted EBITDA1 was $27.3 million compared to $27.3 million last year

•Adjusted EBITDA margin1 was 18.5% compared to 17.8% last year

•Free Cash Flow1 was $(6.3) million compared to $(10.8) million last year

1See “Use and Reconciliation of Non-GAAP Financial Measures” below.

“We delivered first quarter net sales of $147.3 million and Adjusted EBITDA of $27.3 million, reflecting resilient profitability and disciplined execution,” said Matthew Stevenson, President and Chief Executive Officer of Holley.

“As noted on our prior earnings call, the first quarter began with several temporary headwinds. Distributor inventory levels were elevated entering the period, and while normalization was expected through improved sell-through, severe winter weather in late January and early February 2026 disrupted retail activity.

That said, from week eight onward, we saw steady improvement in purchasing patterns and exited the quarter on improved footing. Margins remained strong in the first quarter of 2026, reflecting proactive tariff management and operating efficiency. We are maintaining that focus, prioritizing cost control and advancing our portfolio optimization initiative, which we expect to support performance over time, while continuing to invest in innovation, deepen our connection with enthusiasts, and compete to gain share.

Strategically, we continued to execute against the framework established in 2025, centered on simplifying the portfolio, strengthening core franchises, and enhancing operating discipline. The acquisition of HRX, a targeted bolt-on that expands our racewear capabilities and deepens our European motorsports presence, marks the reengagement of our M&A strategy, and we remain focused on pursuing additional opportunities that meet our criteria. We believe that the actions we have taken over the past year position us to improve execution and strengthen the business over time.”

Jesse Weaver, Chief Financial Officer of Holley, added, “Early trends in the second quarter indicate healthier inventory levels at our distribution partners and improving order activity, which we believe position us better for the balance of the year. Through our portfolio optimization initiative, we are exiting non-core, low- to no-profit businesses while reinvesting in targeted M&A, as reflected in our acquisition of HRX. Although these portfolio adjustments reduce our full-year revenue outlook by $15 million, our outlook for the core business remains intact, and we expect the net impact on Adjusted EBITDA from the portfolio optimization to be slightly positive. At the same time, our portfolio adjustments are expected to reduce SKUs by more than 11,000, lower operating complexity, improve working capital efficiency, and generate more than $15 million in incremental cash. Taken together, these actions are expected to improve the quality of our portfolio and support our decision to maintain our full-year Adjusted EBITDA outlook."

Strategic Business Highlights

•Exited Q1 with momentum from week 8 as weather improved and inventory normalized.

•Growth in three of four divisions and across 12 brands across DTC and B2B channels.

•Delivered $6.5 million in Q1 cost savings from purchasing, tariffs, and operations.

•Advanced cost and complexity reduction, including site consolidation and closures.

•Expecting portfolio rebalancing to generate >$15 million to reinvest in growth

•HRX acquisition strengthens Safety and Racing and expands European presence.

•Free Cash Flow improvement of $4.5 million compared to same period last year.

Outlook

**For the year ended December 31, 2026, core business revenue guidance remains unchanged while we are updating full-year guidance to reflect an anticipated $15 million adjustment to net sal

EX-99.1

2 hlly-2026313xexx991.htm

EX-99.1

Document

Exhibit 99.1

PRESS RELEASE

2445 Nashville Road, Suite B1 Bowling Green, Kentucky 42101 Holley.com

HOLLEY REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS

FOURTH QUARTER NET SALES YEAR-OVER-YEAR GROWTH OF 10.9%

FOURTH QUARTER NET INCOME OF $6.3 MILLION UP $44.1 MILLION YEAR-OVER-YEAR

FOURTH QUARTER ADJUSTED EBITDA OF $33.2 MILLION UP $4.1 MILLION YEAR-OVER-YEAR

Exceeded top‑line expectations in 2025, positioning Holley for continued momentum in 2026.

BOWLING GREEN, Ky. – March 4, 2026 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its fourth quarter and full year ended December 31, 2025.

Fourth Quarter Highlights vs. Prior Year Period

•Net Sales increased 10.9% to $155.4 million compared to $140.1 million last year

•Core business net sales1 for the fourth quarter of 2025 grew by 13.5% compared to the fourth quarter of 2024 after excluding non-core business net sales1 of approximately $3.2 million for the fourth quarter of 2024

•Net Income was $6.3 million, or $0.05 per diluted share, compared to a Net Loss of $(37.8) million, or $(0.32) per diluted share, last year

•Net Cash Provided by Operating Activities was $8.5 million compared to $4.1 million last year

•Adjusted Net Income2 was $4.6 million, or $0.04 per diluted share compared to $12.6 million, or $0.11 per diluted share, last year

•Adjusted EBITDA2 was $33.2 million compared to $29.1 million last year

•Free Cash Flow2 was $3.9 million compared to $1.8 million last year

Full Year 2025 Highlights vs. Prior Year Period

•Net Sales increased 1.9% to $613.5 million compared to $602.2 million last year

•Core business net sales1 for the full year 2025 grew by 6.6% compared to the full year 2024 after excluding non-core business net sales1 of approximately $26.8 million for full year 2024

•Net Income was $19.2 million, or $0.16 per diluted share, compared to a Net Loss of $(23.2) million, or $(0.20) per diluted share, last year

•Net Cash Provided by Operating Activities was $48.6 million compared to $46.9 million last year

•Adjusted Net Income2 was $21.2 million, or $0.18 per diluted share, compared to $24.8 million, or $0.20 per diluted share, last year

•Adjusted EBITDA2 was $124.0 million compared to $110.5 million last year

•Free Cash Flow2 was $34.2 million compared to $41.8 million last year

1Core business net sales represents Net Sales after excluding non-core business net sales. Non-core business net sales are comprised of divestiture sales and strategic product rationalization sales. Divestitures sales relate to divested businesses (Detroit Speed Engineering, Gear FX and Proforged) prior to the divestiture date, and strategic product rationalization sales relate to discontinued stock keeping units (“SKUs”) prior to the SKU discontinuance. Divestiture sales were $2.9 million for the fourth quarter of 2024, and strategic product rationalization sales were $0.3 million for the fourth quarter of 2024.

2See “Use and Reconciliation of Non-GAAP Financial Measures” below.

“We delivered a strong year in 2025, achieving the results we set out to accomplish through the execution of our strategic initiatives,” said Matthew Stevenson, President and Chief Executive Officer of Holley. “Our focus on operational rigor drove meaningful performance improvements and measurable cost savings across the organization. We remain committed to advancing the priorities within our strategic framework, reflected in the continued growth of our B2B and DTC channels, successful new product launches across divisions, and further expansion of our footprint.”

Stevenson continued, "Our financial discipline remained a cornerstone of our performance in 2025. For the full year, we generated roughly $34 million of Free Cash Flow. We also continued to strengthen our balance sheet, ending the year with a leverage ratio of 3.75x, well below the 4.0x target we established for 2025 and marking our strongest leverage position in several years."

"2025 has been an important year of progress for Holley, and we are entering 2026 with momentum and a balanced outlook. While we expect continued growth next year, we remain sharply focused on advancing our strategic initiatives, driving operational efficiency, and strengthening our financial position. Our strategic framework will continue to guide our actions as we build on this year’s success and position Holley for sustained long‑term performance."

Strategic Business Highlights

•Delivered the first annual net sales growth and >20% Adjusted EBITDA margin since 2021.

•Achieved core business net sales growth for the fourth quarter of 2025 of 13.5% compared to the fourth quarter of 2024. Fourth consecutive quarter of core business net sales growth.

•Expanded growth across 22 brands and all divisions within the quarter.

•Strong Q4 results across B2B, achieving ~10.8% growth in the chan

EX-99.1

2 hlly-20251107xexx991.htm

EX-99.1

Document

Exhibit 99.1

PRESS RELEASE

2445 Nashville Road, Suite B1 Bowling Green, Kentucky 42101 Holley.com

HOLLEY REPORTS THIRD QUARTER 2025 RESULTS

THIRD CONSECUTIVE QUARTER OF CORE NET BUSINESS GROWTH

LEVERAGE NOW BELOW 4X, THE LOWEST LEVEL SINCE 2022

Our strategic framework is fueling sustained momentum, with strong operational and financial results capped by our third consecutive quarter of core business growth.

BOWLING GREEN, Ky. – November 7, 2025 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its third quarter ended September 28, 2025.

Third Quarter Highlights vs. Prior Year Period

•Net Sales increased 3.2% to $138.4 million compared to $134.0 million last year

•Core business net sales1 for the third quarter of 2025 grew by 6.4% compared to the third quarter of 2024 after excluding non-core business net sales1 of approximately $4.0 million for the third quarter of 2024

•Net Loss was $(0.8) million, or $(0.01) per diluted share, compared to $(6.3) million, or $(0.05) per diluted share, last year

•Net Cash Provided by Operating Activities was $7.4 million compared to Net Cash Used In Operating Activities of $(1.7) million last year

•Adjusted Net Income (Loss)2 was $3.3 million compared to $(0.5) million last year

•Adjusted EBITDA2 was $27.1 million compared to $22.1 million last year

•Free Cash Flow2 was $5.5 million compared to $(2.1) million last year

1Core business net sales represents Net Sales after excluding non-core business net sales. Non-core business net sales are comprised of divestiture sales and strategic product rationalization sales. Divestitures sales relate to divested businesses (Detroit Speed Engineering, Gear FX and Proforged) prior to the divestiture date, and strategic product rationalization sales relate to discontinued stock keeping units (“SKUs”) prior to the SKU discontinuance. Divestiture sales were $2.8 million for the third quarter of 2024, and strategic product rationalization sales were $1.3 million for the third quarter of 2024.

2See “Use and Reconciliation of Non-GAAP Financial Measures” below.

"We delivered another strong quarter in 2025, underscored by sustained momentum across our all our categories," said Matthew Stevenson, President and Chief Executive Officer of Holley. "We achieved core business net sales growth for the third consecutive quarter. Our focused execution against our strategic framework has supported our transformation efforts and driven strong results in 2025. Year-to-date, our growth has been fueled primarily by strong volume gains of more than 4%, complemented by a ~1% benefit from pricing, reflecting both healthy demand and disciplined execution in the market."

Stevenson continued, "We continue to apply a disciplined approach to our financial strategy. Of note, we generated $5.5 million of Free Cash Flow in the third quarter, more than a $7 million improvement versus last year and prepaid an additional $15 million of debt in the third quarter, and an additional $10 million subsequent to quarter close, bringing the total repayment to $100 million since September 2023. This progress on the financial front has helped lower our leverage ratio to 3.9x at the end of Q3, eclipsing our 4.0x target we set for year-end, and the lowest level since 2022."

"2025 has been a successful year for Holley, so far, and we are looking to build on that and finish the year with momentum as we enter 2026. Given the strong results year-to-date and the effective tariff mitigation efforts throughout the year, we are

increasing our guidance ranges for both revenue and Adjusted EBITDA for the full year. Our strategic framework continues to act as a guide to execute and deliver strong results over the long-term."

Strategic Business Highlights

•Achieved core business net sales growth for the third quarter of 2025 of 6.4% compared to the third quarter of 2024. Third consecutive quarter of core business sales growth.

•Strategic framework drove ~$27.8M in revenue on key initiatives for the third quarter of 2025.

•Expanded growth across 17 brands and all divisions within the quarter.

•Continued success with B2B partners, resulting in approximately 7.3% growth in the channel for the third quarter of 2025 compared to the third quarter of 2024.

•DTC orders grew 4.2% in the third quarter compared to the same period a year ago, representing the seventh consecutive quarter of DTC growth.

•Product innovation and strategic pricing initiatives contributed $11.3 million in revenue for the quarter and $30.1 million year-to-date.

Outlook

For the year ended December 31, 2025, we have refined our full-year guidance, inclusive of the expected net impact of tariffs:

MetricFull Year 2025 Outlook

Net Sales

%YOY1

$590 - $605 million

2.5% to 5.1%1 vs. Core Business

Adjusted EBITDA*$120 - $127 million

Capital Expenditures$10 - $1

EX-99.1

2 hlly-20250806xexx991.htm

EX-99.1

Document

Exhibit 99.1

PRESS RELEASE

2445 Nashville Road, Suite B1 Bowling Green, Kentucky 42101 Holley.com

HOLLEY REPORTS SECOND QUARTER 2025 RESULTS

SECOND CONSECUTIVE QUARTER OF CORE NET SALES GROWTH

SUCCESSFUL TARIFF MITIGATION TO DATE THROUGH STRATEGIC SOURCING AND PRICING

Strong first half results driven by continued execution of our 2025 strategic framework. Core business growth improved again in the second quarter. Focused execution on tariff mitigation brings greater guidance visibility.

BOWLING GREEN, Ky. – August 6, 2025 – Holley Performance Brands (NYSE: HLLY), a leader in automotive aftermarket performance solutions, today announced financial results for its second quarter ended June 29, 2025.

Second Quarter Highlights vs. Prior Year Period

•Net Sales decreased (1.7)% to $166.7 million compared to $169.5 million last year

•Core business net sales1 for the second quarter of 2025 grew by 3.9% compared to the second quarter of 2024 after excluding non-core business net sales1 of approximately $9.0 million for the second quarter of 2024

•Net Income was $10.9 million, or $0.09 per diluted share, compared to $17.1 million, or $0.14 per diluted share, last year

•Net Cash Provided by Operating Activities was $40.5 million compared to $25.7 million last year

•Adjusted Net Income2 was $10.6 million compared to $12.6 million last year

•Adjusted EBITDA2 was $36.4 million compared to $38.3 million last year

•Free Cash Flow2 was $35.7 million compared to $24.4 million last year; the highest level of Free Cash Flow generated in the history of the company

1Core business net sales represents Net Sales after excluding non-core business net sales. Non-core business net sales are comprised of divestiture sales and strategic product rationalization sales. Divestitures sales relate to divested businesses (Detroit Speed Engineering, Gear FX and Proforged) prior to the divestiture date, and strategic product rationalization sales relate to discontinued stock keeping units (“SKUs”) prior to the SKU discontinuance. Divestiture sales were $3.4 million for the second quarter of 2024, and strategic product rationalization sales were $5.6 million for the second quarter of 2024.

2See “Use and Reconciliation of Non-GAAP Financial Measures” below.

"We are very pleased with another solid quarter, driven by continued momentum in our core business," said Matthew Stevenson, President and Chief Executive Officer of Holley. "Our team remains focused on executing on our strategic framework, with key progress made in the second quarter. We continue to see strong momentum in our new product launches across all categories in the second quarter which generated roughly $8 million in new product revenue. We are continuing to strengthen our partnerships with B2B customers of all sizes, driving meaningful growth across both our B2B and direct-to-consumer channels. Our ability to grow our core business is supported by strong validation of our product innovation and go-to-market strategy.

Stevenson continued, "As we look ahead, we've tightened our guidance range for both revenue and Adjusted EBITDA to reflect increased visibility which now includes the anticipated impact of recently announced tariffs. Due to our mitigation efforts, specifically through strategic sourcing initiatives as well as targeted pricing actions, based on what we know today, we are forecasting a negligible impact on our business."

"We are successfully navigating the current operating environment, and we remain sharply focused on staying agile amid evolving conditions. Our strategic framework for 2025 continues to serve as a strong roadmap, empowering our team to execute effectively and deliver sustained results over the long term."

Strategic Business Highlights

•Achieved core business net sales growth for the second quarter of 2025 of 3.9% compared to the second quarter of 2024.

•Consecutive quarters of core business sales growth across all divisions.

•Continued execution of strategic framework drove ~$27M in revenue on key initiatives for the second quarter of 2025.

•Expanded growth across 20+ brands in both DTC and B2B channels

•Further strengthened relationships with B2B partners, resulting in approximately 6.5% growth in the channel for the second quarter of 2025 compared to the second quarter of 2024.

•DTC orders grew over 8.6% during the second quarter of 2025 compared to the comparable period in the prior year, with third-party platforms (Amazon, eBay, etc.) increasing by more than 28%.

•Product innovation and strategic pricing initiatives contributed $10.8 million in revenue for the quarter and $18.7 million year-to-date.

•Execution of tariff mitigation efforts has provided better visibility for full year 2025 guidance.

Outlook

For the year ended December 31, 2025, we have refined our full-year guidance, which now includes the expected net impact of tariffs:

MetricFull Year 2025 Outlook

hlly20250314_8k.htm

false 0001822928

0001822928

2025-05-07 2025-05-07

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2025-05-07 2025-05-07

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2025-05-07 2025-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2025

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2445 Nashville Road, Suite B1, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 7, 2025, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended March 30, 2025 and providing outlook and guidance for the full year 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated May 7, 2025

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: May 7, 2025

Title:  Chief Financial Officer

hlly20241112_8k.htm

false 0001822928

0001822928

2025-03-11 2025-03-11

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2025-03-11 2025-03-11

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2025-03-11 2025-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 11, 2025

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2445 Nashville Road, Suite B1, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 11, 2025, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter and full year ended December 31, 2024 and providing outlook and guidance for the first quarter and full year 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated March 11, 2025

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: March 11, 2025

Title:  Chief Financial Officer

hlly20240814_8k.htm

false 0001822928

0001822928

2024-11-08 2024-11-08

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2024-11-08 2024-11-08

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2024-11-08 2024-11-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 8, 2024

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2445 Nashville Road, Suite B1, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 8, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s third quarter ended September 29, 2024 and providing outlook and guidance for the fourth quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated November 8, 2024

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: November 8, 2024

Title:  Chief Financial Officer

hlly20240515_8k.htm

false 0001822928

0001822928

2024-08-07 2024-08-07

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2024-08-07 2024-08-07

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2024-08-07 2024-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2024

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 7, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s second quarter ended June 30, 2024 and providing outlook and guidance for the third quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated August 7, 2024

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: August 7, 2024

Title:  Chief Financial Officer

hlly20240321_8k.htm

false 0001822928

0001822928

2024-05-08 2024-05-08

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2024-05-08 2024-05-08

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2024-05-08 2024-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2024

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 8, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended March 31, 2024 and providing outlook and guidance for the second quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 5.07

Submission of Matter to a Vote of Security Holders.

On May 2, 2024, Holley Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected three Class III directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2024. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”).

The final voting results on the proposals considered at the Annual Meeting are set forth below.

1.

Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

Matthew Rubel

91,893,226

2,512,371

7,671,072

Owen M. Basham

68,252,222

26,153,375

7,671,072

Graham Clempson

72,399,750

22,005,847

7,671,072

2.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 was ratified, with the voting results as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

101,990,271

12,881

73,517

--

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

hlly20240131_8k.htm

false 0001822928

0001822928

2023-12-31 2023-12-31

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2023-12-31 2023-12-31

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2023-12-31 2023-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2024

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On February 28, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter and full year ended December 31, 2023 and providing outlook and guidance for the first quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated February 28, 2024

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: February 28, 2024

Title:  Chief Financial Officer

hlly20230830_8k.htm

false 0001822928

0001822928

2023-11-08 2023-11-08

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2023-11-08 2023-11-08

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2023-11-08 2023-11-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 8, 2023

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 8, 2023, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended October 1, 2023 and revising certain guidance previously provided by the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated November 8, 2023

104

Cover Page Interactive Data File (formatted as Inline XBRL).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Jesse Weaver

Name:  Jesse Weaver

Date: November 8, 2023

Title:  Chief Financial Officer

hlly20230406_8k.htm

false 0001822928

0001822928

2023-05-09 2023-05-09

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2023-05-09 2023-05-09

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2023-05-09 2023-05-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2023

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 11, 2023, the Company issued a press release announcing its financial results and operational highlights for the Company’s first quarter ended April 2, 2023. A copy of the press release is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended (the Securities Act"), expect as expressly set forth by specific reference in such a filing.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 9, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected two Class II directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2023. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2023 (the “Proxy Statement”).

The final voting results on the proposals considered at the Annual Meeting are set forth below.

1.

Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

James D. Coady

77,035,562

21,235,761

3,664,169

Ginger M. Jones

76,809,022

21,462,301

3,664,169

2.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2023 was ratified, with the voting results as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

101,908,523

25,958

1,011

--

Item 7.01

Regulation FD Disclosure.

On March 9, 2023, the Company made available an investor presentation with supplemental information on investor.holley.com under the “Events & Presentations” link. A copy of the invest

hlly20230104_8k.htm

false 0001822928

0001822928

2023-03-03 2023-03-03

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2023-03-03 2023-03-03

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2023-03-03 2023-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2023

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On March 3, 2023, Holley Inc. (the “Company”), certain subsidiaries of the Company, the revolving credit lenders party thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for the lenders, entered into an amendment (the “First Amendment”) to that certain Credit Agreement, dated as of November 18, 2021, by and among the Company, Wells Fargo, as administrative agent, collateral agent, letter of credit issuer and swing line lender, and the other lenders from time to time party thereto (the “Credit Agreement”).

The First Amendment amends certain terms and conditions of the Credit Agreement, including the following:

i.

commencing with the fiscal quarter ending March 31, 2023, and through the fiscal quarter ending June 30, 2024 (the “Covenant Relief Period”), initially increasing the consolidated net leverage ratio financial covenant level applicable under the Credit Agreement to 7.25:1.00, and providing for modified step-down levels for such covenant in the following fiscal quarters thereafter through the fiscal quarter ending March 31, 2024. Commencing with the fiscal quarter ending June 30, 2024 (or such earlier date as the Company may choose to end the Covenant Relief Period in its sole discretion), the consolidated net leverage financial covenant reverts back to 5.00:1.00; and

ii.

commencing on the closing date of the First Amendment and until the delivery of the financial statements and a related compliance certificate for the fiscal quarter ending June 30, 2024, increasing the applicable interest rate for revolving borrowings as follows: (a) for revolving credit loans borrowed at LIBOR, to 3.50%, (b) for revolving credit loans borrowed at the base rate, to 2.50%, and (c) for letter of credit fees, to 3.50%.

During the Covenant Relief Period, the Company also agreed to (i) a minimum liquidity test, (ii) an interest coverage test, (iii) an anti-cash hoarding test at any time revolving loans are outstanding, (iv) additional restrictions in, and the suspension of certain carve outs to, the negative covenants in the Credit Agreement, (v) additional reporting obligations, and (vi) a prohibition on the use of proceeds of revolver loans to fund acquisitions. In addition, the Company agreed to mortgage certain material real property to secure the obligations under the Credit Agreement.

The foregoing description of the First Amendment is not intended to be complete and is qualified in its entirety by reference to the First Amendment, a copy of wh

hlly20230206_8k.htm

false 0001822928

0001822928

2023-02-04 2023-02-04

0001822928

hlly:CommonStockCustomMember

2023-02-04 2023-02-04

0001822928

hlly:WarrantsCustomMember

2023-02-04 2023-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2023

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road,

Bowling Green, KY

42101

(Address of principal executive

offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an

exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On February 6, 2023, Holley Inc. (the “Company”) issued a press release announcing its preliminary financial results for the fourth quarter and full year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Announcement of CEO Transition

On February 4, 2023, Thomas Tomlinson gave notice to the Company that he will retire as President and Chief Executive Officer (“CEO”) and resign from the Board of Directors (the “Board”), effective February 6, 2023. The Board has appointed current Director, Michelle Gloeckler, as Interim President and CEO while it conducts a comprehensive search process to identify a permanent CEO. The search will be conducted with the assistance of Heidrick & Struggles, who was retained by the Board in September 2022 for a comprehensive review of succession planning. Ms. Gloeckler has been a member of the Board since July 2021 and has over 30 years of experience in consumer-packaged goods, merchandising, sourcing, manufacturing and strategy.

In addition, Matthew Rubel, the Company’s current Chairman of the Board, was designated and appointed Executive Chairman of the Board, and expects to serve in such role until a permanent CEO has been selected. Further, Graham Clempson, an observer on the Board since the Company’s business combination with Empower Ltd. (“Empower”) in July 2021, was appointed to serve as a member of the Board, effective immediately. Mr. Clempson fills the vacancy resulting from Mr. Tomlinson’s resignation, and, as a result, will serve as a Class III Director for a term ending at the Company’s 2024 Annual Meeting of Stockholders. Mr. Clempson will serve as the Chair and member of the Compensation and Talent Committee and as a member of the Audit Committee. Anita Sehgal, who joined the Board in May of 2022, will become the Chair of the Nominating and Gove

hlly20220823_8k.htm

false 0001822928

0001822928

2022-11-14 2022-11-14

0001822928

hlly:CommonStockParValue00001PerShareCustomMember

2022-11-14 2022-11-14

0001822928

hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember

2022-11-14 2022-11-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2022

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 14, 2022, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s third quarter ended October 2, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended (the Securities Act"), expect as expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2022, the Company announced that the Board of Directors of the Company approved the appointment of Brian Appelgate as the Company’s interim Chief Operating Officer, effective immediately.  Mr. Appelgate, 66, has been with the Company since 2018. Prior to his appointment as interim Chief Operating Officer, Mr. Appelgate advised the Company as Head of Mergers & Acquisitions and served as President and Chief Executive Officer of Driven Performance Brands.

In connection with his appointment as interim Chief Operating Officer, Mr. Appelgate will receive an award of time-based restricted stock units, valued at approximately $750,000. The precise number of units will be determined based on the closing price of the Company’s common stock on the third business day following the release of the Company’s third quarter earnings (the "Grant Date"). Two thirds of the award will vest one year following the Grant Date and one third will vest eighteen months following the Grant Date. Mr. Appelgate’s annual base salary will remain at $200,000.

There are no arrangements or understandings between Mr. Appelgate and any other persons pursuant to which he was appointed as interim Chief Operating Officer of the Company. There are no family relationships between Mr. Appelgate and any of the Company’s directors or other executive officers, and Mr. Appelgate is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01

Re

EX-99.1

2 ex_385399.htm

EXHIBIT 99.1

ex_385399.htm

Exhibit 99.1

PRESS RELEASE

1801 Russellville Road

Bowling Green, Kentucky 42101

Holley.com

HOLLEY REPORTS SECOND QUARTER 2022 RESULTS

Supply chain disruptions, reseller de-stocking, and softer demand in certain categories cause headwinds

BOWLING GREEN, KY – August 11, 2022 – Holley Inc. (NYSE: HLLY), the largest and fastest growing platform serving performance automotive enthusiasts, today announced financial results for its second quarter ended July 3, 2022.

Second Quarter Highlights vs. Prior Year Period

●

Net Sales decreased 7.1% to $179.4 million compared to $193.0 million in the prior year's second quarter

●

Gross Profit decreased 7.3% to $75.3 million compared to $81.2 million in the prior year's second quarter

●

Net Income of $40.6 million, or $0.35 per diluted share, compared to $23.1 million, or $0.34 per diluted share, in the prior year's second quarter

●

Adjusted Net Income1 of $13.2 million, compared to $23.1 million reported in the prior year's second quarter

●

Adjusted EBITDA1 of $37.2 million compared to $54.1 million in the prior year's second quarter

1See "Use and Reconciliation of Non-GAAP Financial Measures" below.

“Our financial results for the second quarter fell short of expectations primarily due to supply chain challenges including both (1) slower than expected production and movement of goods from global suppliers and (2) shortages in automotive-grade microchips that negatively impacted our ability to build and ship many or our most popular electronic products,” said Tom Tomlinson, Holley’s President and Chief Executive Officer. “We also saw meaningful reseller de-stocking in the quarter as resellers reduced their purchases well below their out-the-door sales of our products.  These issues, against a backdrop of reduced discretionary consumer spending and the resultant softer demand we experienced in certain categories, caused us to reduce our outlook for the remainder of the year.  We are slowing our spending in an effort to optimize our performance and stay ahead of what will likely be a challenging economic environment in the months ahead.”

Second Quarter 2022 Financial Results

Net sales decreased 7.1% to $179.4 million in the second quarter of 2022 compared to $193.0 million in the second quarter of 2021. Non-comparable sales associated with acquisitions contributed $9.4 million, or 4.8%, of year-over-year net sales growth in the second quarter. Sales excluding the impact of acquisitions decreased by $23.0 million, or 11.9%, more than offsetting the growth from the acquisitions. The decline in comparable sales was driven by reduced unit volumes, destocking from our resellers, and reduced consumer demand in certain categories including tuning.

Cost of goods sold decreased $7.7 million, or 6.9%, to $104.1 million, as compared to $111.8 million, for the second quarter of 2021 and is primarily attributable to the decrease in product sales. Gross profit for the second quarter of 2022 decreased $5.9 million, or 7.3%, to $75.3 million, as compared to $81.2 million for the second quarter of 2021. The decrease in gross profit was driven by the decrease in sales. Gross margin for the second quarter of 2022 was 42.0% compared to a gross margin of 42.1% for the second quarter of 2021.

Selling, general and administrative costs for the quarter increased $10.1 million to $36.3 million, representing an increase of 38.5% when compared to $26.2 million in 2021. Incremental SG&A from recent acquisitions were responsible for $1.4 million of the increase in the quarter. Additional cost drivers include an increase in non-cash compensation expense related to equity awards, increased administrative and sales personnel costs, reflecting company growth and the additional requirements of becoming a public company, and an increase in outbound shipping costs related to fuel cost inflation.

Net income for the second quarter of 2022 was $40.6 million compared to net income of $23.1 million in 2021. Net income for the second quarter of 2022 was favorably impacted by a $27.4 million non-cash decrease in liabilities for warrants and earn-out shares.

Adjusted for the special transaction and non-cash items noted above this quarter, Adjusted Net Income was $13.2 million, compared to last year’s Adjusted Net Income of $23.1 million. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.

Adjusted EBITDA was $37.2 million in the second quarter of 2022 compared to $54.1 million in the second quarter last year. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.

Diluted EPS of $0.35 for the second quarter of 2022 compared to $0.34 in 2021.

Full Year 2022 Outlook

Holley's current outlook for 2022:

●

Net Sales in the range of $700-$725 million

●

Adjusted EBITDA of $135-$145 million

●

Capital Expendit

hlly20220728_8k.htm

false 0001822928

0001822928

2022-07-28 2022-07-28

0001822928

hlly:CommonStockCustomMember

2022-07-28 2022-07-28

0001822928

hlly:WarrantsCustomMember

2022-07-28 2022-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2022

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39599

87-1727560

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Russellville Road, Bowling Green, KY

42101

(Address of principal executive offices)

(Zip Code)

(270) 782-2900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an

exercise price of $11.50 per share

HLLY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On July 28, 2022, Holley Inc. (the “Company”) issued a press release announcing its preliminary financial results for the second quarter ended July 3, 2022 and updated full year 2022 outlook. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated July 28, 2022

104

Cover Page Interactive Data File (formatted as Inline XBRL).

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLEY INC.

By:

/s/ Dominic Bardos

Name:  Dominic Bardos

Date: July 28, 2022

Title:  Chief Financial Officer

EX-99.1

2 hlly-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

PRESS RELEASE

1801 Russellville Road

Bowling Green, Kentucky 42101

Holley.com

HOLLEY REPORTS FIRST QUARTER 2022 RESULTS

Strength in consumer demand drives 25% year-over-year sales growth

Company reaffirms full year 2022 outlook

BOWLING GREEN, KY – May 12, 2022 – Holley Inc. (NYSE: HLLY), the largest and fastest growing platform serving performance automotive enthusiasts, today announced financial results for its first quarter ended April 3, 2022.

First Quarter Highlights vs. Prior Year Period

• Net Sales increased 24.8% to $200.1 million compared to $160.3 million in 2021

• Gross Profit increased 25.9% to $82.7 million compared to $65.7 million last year

• Net Income of $16.9 million, or $0.15 per diluted share, compared to Net Loss of $(2.1) million, or $(0.03) per diluted share, in first quarter 2021

• Adjusted Net Income1 of $21.5 million, compared to Adjusted Net Income of $15.1 million reported last year

• Adjusted EBITDA1 rose to $46.0 million compared to $43.8 million in 2021

1See "Use and Reconciliation of Non-GAAP Financial Measures" below.

“Holley delivered solid first quarter results with strong growth in consumer demand for our products continuing into 2022,” said Tom Tomlinson, Holley’s President and Chief Executive Officer. “While we are facing persistent supply chain disruptions and inflationary headwinds, we’ve kept our foot on the gas and continued to invest in the development of innovative new products that will be exciting to our enthusiast consumers.”

First Quarter 2022 Financial Results

Net sales increased 24.8% to $200.1 million in the first quarter of 2022, up from $160.3 million in the first quarter of 2021. Non-comparable sales associated with acquisitions contributed $18.1 million, or 11.3%, of year-over-year net sales growth in the first quarter. Sales excluding the impact of acquisitions increased by $21.6 million and contributed 13.5% of year-over-year growth.

Cost of goods sold increased $22.7 million, or 24.0%, to $117.3 million, as compared to $94.7 million for the first quarter of 2021 and is primarily attributable to the increase in product sales. Gross profit for the first quarter of 2022 increased $17.0 million, or 25.9%, to $82.7 million, as compared to $65.7 million for the first quarter of 2021. The increase in gross profit was driven by the increase in sales. Gross margin for the first quarter of 2022 was 41.3% compared to a gross margin of 41.0% for the first quarter of 2021. Gains in price realization fully offset higher freight and product cost increases and allowed for a slight increase in gross margin.

Selling, general and administrative costs for the quarter increased $10.3 million to $34.3 million, representing an increase of 43.0% when compared to $24.0 million in 2021. Incremental SG&A from recent acquisitions were responsible for $1.9 million of the increase in the quarter. Additional cost drivers include an increase in non-cash compensation expense related to equity awards, increased administrative and sales personnel costs, reflecting company growth and the additional requirements of becoming a public company, and an increase in outbound shipping costs related to higher sales.

Net income for the first quarter of 2022 was $16.9 million compared to a net loss of $(2.1) million in 2021.

Net income for the first quarter of 2022 was unfavorably impacted by a $4.6 million non-cash increase in liabilities for warrants and earn-out shares compared to an unfavorable impact in 2021 of $17.2 million due to a non-cash adjustment of the earn-out liability for the Simpson acquisition.

Adjusted for the special transaction and non-cash items noted above this quarter, Adjusted Net Income was $21.5 million, compared to last year’s Adjusted Net Income of $15.1 million. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.

Adjusted EBITDA grew to $46.0 million in the first quarter of 2022 compared to $43.8 million in the first quarter last year. Reconciliation to GAAP Net Income is included in the “Use and Reconciliation of Non-GAAP Financial Measures” table below.

Diluted EPS of $0.15 for the first quarter of 2022 compared to $(0.03) in 2021.

Full Year 2022 Outlook

Holley reaffirmed the following outlook for 2022:

• Net Sales in the range of $765-$790 million

• Adjusted EBITDA of $186-$194 million

• Capital Expenditures in the range of $14-$16 million

• Depreciation and Amortization Expense of $24-$26 million

• Interest Expense in the range of $30-$32 million

“We are off to a strong start in fiscal 2022, delivering on our financial objectives in the first quarter, and are reaffirming our previously stated 2022 guidance,” said Dominic Bardos, Holley’s Chief Financial Officer. “While it is not our policy to provide quarterly guidance, I believe it is important to recognize that current economic conditions and supply cha