hlly-20260522
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 22, 2026
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.) | ||||||
1A Burton Hills Blvd, Suite 240, Nashville, TN | 37215 | |||||||
| (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:
| 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 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 | ||||||||||||
| 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 o
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 May 26, 2026, Holley Inc. (the “Company”) announced that its Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $25 million of the Company’s common stock. Stock repurchases under the program may be made from time to time on the open market, in privately negotiated transactions or in any other manner that complies with applicable securities laws, at the discretion of the Company. Open market repurchases may be made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The program has no time limit and does not require the Company to repurchase a minimum number of shares. The program may be modified, suspended or discontinued at any time without notice.
A copy of the press release announcing the stock repurchase program is attached herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||
| Press Release dated May 26, 2026 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
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 26, 2026 | Title: Chief Financial Officer | |||||||