FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LOBEL DAVID S		 2. Issuer Name and Ticker or Trading Symbol

Holley Inc. [ HLLY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SENTINEL CAPITAL PARTNERS, L.L.C., ONE VANDERBILT AVENUE, 53RD FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

9/10/2025
(Street)

NEW YORK, NY 10017		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 9/10/2025  S(1)  14,000,000 (1)D$2.63 (3)26,754,834 I See footnotes (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) The shares were sold by Holley Parent Holdings, LLC d/b/a Sentinel Holley Holdings ("Sentinel Holley") pursuant to an underwritten public offering, which closed on September 12, 2025. Sentinel Holley is an entity ultimately controlled by Sentinel Capital Partners, LLC that was formed to hold the investment by its affiliated funds and certain other investors in the Issuer. The Issuer did not sell or receive shares or receive any consideration in connection with the Transaction, and the Transaction did not create any new shares of Common Stock or change the number of shares of outstanding Common Stock of the Issuer.
(2) See Exhibit 99.2 for Joint Filer information.
(3) The selling price of such shares was $2.63, which represents the price to the public less the underwriting discounts and commissions.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LOBEL DAVID S
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Holley Parent Holdings, L.L.C.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Sentinel Partners V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Sentinel Managing Co V, Inc.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Sentinel Capital Partners V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Sentinel Capital Partners V-A, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX

Sentinel Capital Investors V, L.P.
C/O SENTINEL CAPITAL PARTNERS, L.L.C.
ONE VANDERBILT AVENUE, 53RD FLOOR
NEW YORK, NY 10017		XX
Signatures
By: /s/ Vincent Taurassi, Attorney-In-Fact for David S. Lobel9/12/2025
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

Exhibit 99.1

 

JOINT FILERS' SIGNATURES

 

HOLLEY PARENT HOLDINGS, LLC

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

 

SENTINEL PARTNERS V, L.P.

By: Sentinel Managing Company V, Inc.

its general partner

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

 

SENTINEL MANAGING COMPANY V, INC.

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

 

SENTINEL CAPITAL PARTNERS V, L.P.

By: Sentinel Partners V, L.P.

its general partner

By: Sentinel Managing Company V, Inc.

its general partner

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

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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

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

 

SENTINEL CAPITAL INVESTORS V, L.P.

By: Sentinel Partners V, L.P.

its general partner

By: Sentinel Managing Company V, Inc.

its general partner

 

By: /s/ Vincent Taurassi

--------------------------------------

Name: Vincent Taurassi

Title: Attorney-in-Fact

Date: 9/12/25

 

 

 

 

 

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Exhibit 99.2

 

JOINT FILER INFORMATION

 

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons, may be deemed to be directors-by-deputization by virtue of Holley Parent Holdings, LLC's ("Holley Parent") right to designate up to three members of the board of directors of the Issuer. Holley Parent is governed by an amended and restated limited liability company agreement (the "Holley Parent LLCA") among Sentinel Capital Partners V, L.P. ("SCP V"), Sentinel Capital Partners V-A, L.P. ("SCP V-A") and Sentinel Capital Investors V, L.P. ("SCI V" and, together with SCP V and SCP V-A, the "Sentinel Investors") and the other members party thereto. By virtue of (a) the ability of the Sentinel Investors under the Holley Parent LLCA to appoint and remove a majority of the members of the board of directors of Holley Parent and (b) the ability of a majority of the board of directors of Holley Parent to control investment and voting power over the shares held by Holley Parent, the Sentinel Investors may be deemed to have beneficial ownership over the shares held of record by Holley Parent. The Sentinel Investors are controlled by Sentinel Partners V, L.P. ("Sentinel Partners V"), their general partner, which is controlled by Sentinel Managing Company V, Inc. ("Sentinel Managing Company"), its general partner, which is controlled by David S. Lobel, its president and sole shareholder. Accordingly, each of Sentinel Partners V, Sentinel Managing Company and Mr. Lobel may be deemed to have beneficial ownership over the shares held by Holley Parent. Each of Holley Parent, the Sentinel Investors, Sentinel Partners V, Sentinel Managing Company and Mr. Lobel disclaim beneficial ownership of the shares held by Holley Parent other than to the extent of their pecuniary interest therein.

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