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): ~~September~~October 1027, 2025

HOLLEY INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-39599~~	~~87-1727560~~	001-39599	87-1727560
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)			(CommissionFile Number)	(IRS EmployerIdentification 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~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

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

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

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

☐o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~210~~240.14d-2(b))

☐o 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~~

TradingSymbol(s)

Name of each exchangeon which registered

Common stock, par value $0.0001 per share

~~HLLY~~

~~New York Stock Exchange~~

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~~

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 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☒x

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. ☐o

Item 8.01. Other Events.

On ~~September~~October 1027, 2025, ~~Holley Inc. (~~the “Company”) ~~entered~~issued ~~into an underwriting agreement (the “Underwriting Agreement”) by and among the Company,~~ a ~~selling~~press ~~stockholder controlled~~release byannouncing ~~Sentinel Capital Partners (~~the ~~“Selling~~paydown ~~Stockholder”) and J.P. Morgan Securities LLC and Jefferies LLC, as representatives~~ of ~~the~~$10 ~~several~~million ~~underwriters named therein (the “Underwriters”), providing for the offer and sale by the Selling Stockholder (the “Secondary Offering”)~~ of ~~14,000,000~~its ~~shares~~first oflien ~~the~~term ~~Company’s~~loan ~~common stock, par value $0~~facility.~~0001~~ ~~per~~A ~~share~~copy ~~(the “Common Stock”) at a public offering price~~ of ~~$2.75 per share. In addition,~~ the ~~Selling~~press ~~Stockholder~~release ~~granted~~is ~~the Underwriters~~attached ahereto ~~30-day~~as ~~option~~Exhibit ~~to purchase up to an additional 2,100,000 shares of the Company’s Common Stock~~99.1 ~~The~~and ~~Secondary~~incorporated ~~Offering~~herein ~~closed~~by ~~on September 12, 2025~~reference. ~~The Company did not receive any proceeds from the Secondary Offering.~~

~~The~~Item ~~description~~9.01 Financial ofStatements ~~the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference~~ and ~~attached to this report as Exhibit 1~~Exhibits.1.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated October 27, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL).

Exhibit Number	Description
1.1	Underwriting Agreement, dated September 10, 2025, by and among Holley Inc., Holley Parent Holdings, LLC and J.P. Morgan Securities LLC and Jefferies LLC, as representatives of the several underwriters named therein.
5.1	Opinion of Mayer Brown LLP, New York, New York.
104	Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.

-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.

Dated: September 12, 2025		Holley Inc.
			HOLLEY INC.
	~~By:~~	~~/s/ Jesse Weaver~~	By:	/s/ Jesse Weaver
		Jesse Weaver
				Name: Jesse Weaver
		Chief Financial Officer
Date: October 27, 2025				Title: Chief Financial Officer

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