Form 8-K

8-K — Holley Inc.

Accession: 0001822928-26-000069

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001822928

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hlly-20260805.htm (Primary)

EX-99.1 (hlly-20260628xexx991.htm)

GRAPHIC — LOGO (imagea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hlly-20260805.htm · Sequence: 1

hlly-20260805

0001822928FALSE00018229282026-08-052026-08-050001822928hlly:CommonStockParValue00001PerShareCustomMember2026-08-052026-08-050001822928hlly:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareCustomMember2026-08-052026-08-05

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 5, 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 2.02 Results of Operations and Financial Condition.

On August 5, 2026, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended June 28, 2026 and providing outlook and guidance for the full year 2026. 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 5, 2026

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.

Date: August 5, 2026

By: /s/ Jesse Weaver

Name: Jesse Weaver

Title: Chief Financial Officer

EX-99.1

Filename: hlly-20260628xexx991.htm · Sequence: 2

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 September 2023.

•Well positioned for H2 2026 with new retail placements and a strong product launch pipeline.

Outlook

**For the year ending December 31, 2026, core business revenue guidance remains unchanged:

Metric Current Full Year 2026 Outlook

Net Sales Core Business Growth Rate %1

$610 - $640 million ~2% to ~7%

Adjusted EBITDA* $127 - $137 million

Capital Expenditures $15 - $20 million

Depreciation and Amortization Expense $24 - $26 million

Interest Expense (excluding collar revaluation) $42 - $47 million

1 Core Business Growth Rate, excludes impact from Portfolio Rebalancing Initiative.

* Holley is not providing reconciliations of forward-looking full year 2026 Adjusted EBITDA outlook because certain information necessary to calculate the most comparable GAAP measure, net income, is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future adjustments, which could be significant, Holley is unable to provide these forward-looking reconciliations without unreasonable effort. Accordingly, Holley is relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

Holley notes that its outlook for the year-ending December 31, 2026 may vary due to changes in assumptions or market conditions and other factors described below under “Forward-Looking Statements.”

Conference Call

A conference call and audio webcast has been scheduled for 8:30 a.m. Eastern Time today to discuss these results. Investors, analysts, and members of the media interested in listening to the live presentation are encouraged to join a webcast of the call available on the investor relations portion of the Company’s website at investor.holley.com. For those

that cannot join the webcast, you can participate by dialing 877-407-4019 (Toll Free) or 201-689-8337 (Toll) using the access code of 13761658.

For those unable to participate, a telephone replay recording will be available until Wednesday, August 12, 2026. To access the replay, please call 877-660-6853 (Toll Free) or 201-612-7415 (Toll) and enter confirmation code 13761658. A web-based archive of the conference call will also be available on the Company’s website.

Additional Financial Information

The Investor Relations page of Holley’s website, investor.holley.com contains a significant amount of financial information about Holley, including our earnings presentation, which can be found under Events & Presentations. Holley encourages investors to visit this website regularly, as information is updated, and new information is posted.

About Holley Performance Brands

Holley Performance Brands (NYSE: HLLY) leads in the design, manufacturing and marketing of high-performance products for automotive enthusiasts. The company owns and manages a portfolio of iconic brands, catering to a diverse community of enthusiasts passionate about the customization and performance of their vehicles. Holley Performance Brands distinguishes itself through a strategic focus on four consumer vertical groupings, including American Performance, Modern Truck & Off-Road, Euro & Import, and Safety & Racing, ensuring a wide-ranging impact across the automotive aftermarket industry. Renowned for its innovative approach and strategic acquisitions, Holley Performance Brands is committed to enhancing the enthusiast experience and driving growth through innovation. For more information on Holley Performance Brands and its dedication to automotive excellence, visit https://www.holley.com.

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Holley’s future financial or operating performance. For example, projections of future revenue and adjusted EBITDA and other metrics, along with statements regarding the impact of portfolio rebalancing efforts and organizational changes, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “or” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Holley and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) Holley’s ability to execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business and successfully exiting non-core, low profit businesses; 2) Holley’s ability to compete effectively in our market; 3) Holley’s ability to successfully design, develop, and market new, effective, and safe products and platforms; 4) Holley’s ability to respond to changes in vehicle ownership and type; 5) Holley’s ability to maintain and strengthen demand for our products; 6) Holley’s ability to grow and effectively manage our growth; 7) Holley’s ability to attract new customers in a cost-effective manner and to expand into additional consumer markets; 8) Holley’s ability to successfully complete and integrate acquisitions or achieve the expected synergies from such acquisitions; 9) Holley’s ability to maintain relationships with customers and suppliers; 10) Holley’s ability to retain our management and key employees; 11) costs related to Holley being a public company; 12) disruptions to Holley’s operations, including as a result of cybersecurity incidents; 13) changes in applicable laws or regulations; 14) the outcome of any legal proceedings that have been or may be instituted against Holley; 15) general economic and political conditions, including the current macroeconomic environment, political tensions, and war (including the conflict in Ukraine, the conflict in the Middle East, and the possible expansion of such conflicts and potential geopolitical consequences); 16) the possibility that Holley may be adversely affected by other economic, business, and/or competitive factors, including recent events affecting the financial services industry (such as the closures of certain regional banks); 17) Holley’s estimates of its financial performance (e.g., the successful execution of cost saving initiatives); 18) Holley’s ability to anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels; 19) Holley’s ability to anticipate, manage, and mitigate the impact of changing trade policies, including tariffs; 20) disruptions and costs associated with doing business in certain countries; 21) Holley’s ability to adopt and react to risks posed by new technology; 22) inability to predict how products will ultimately be used; 23) Holley's ability to anticipate and manage through the impact of elevated interest rate levels, which cause the cost of capital to increase, as well as respond to inflationary pressures and trade restrictions, including tariffs; and 24) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2026, and disclosed in any subsequent filings with the SEC. Although

Holley believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such forward looking statements or projections will be achieved. There may be additional risks that Holley presently does not know or that Holley currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Holley undertakes no duty to update these forward-looking statements, except as otherwise required by law.

Investor Relations Contacts:

Anthony Rozmus / Jenna Kozlowski

Solebury Strategic Communications

203-428-3324

holley@soleburystrat.com

Media Relations Contacts:

Nathan Espinosa/Michael Murray

Kahn Media

818-881-5246

Holley@KahnMedia.com

[Financial Tables to Follow]

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

For the thirteen weeks ended For the twenty-six weeks ended

June 28, June 29, Variance Variance June 28, June 29, Variance Variance

2026 2025 ($) (%) 2026 2025 ($) (%)

Net sales $ 172,007 $ 166,661 $ 5,346 3.2 % $ 319,337 $ 319,705 $ (368) -0.1 %

Cost of goods sold 101,463 97,103 4,360 4.5 % 188,057 186,059 1,998 1.1 %

Gross profit 70,544 69,558 986 1.4 % 131,280 133,646 (2,366) -1.8 %

Selling, general, and administrative 40,427 32,954 7,473 22.7 % 75,829 69,653 6,176 8.9 %

Research and development costs 3,740 5,086 (1,346) -26.5 % 7,736 9,179 (1,443) -15.7 %

Amortization of intangible assets 3,416 3,350 66 2.0 % 6,844 6,882 (38) -0.6 %

Restructuring costs 840 355 485 136.7 % 1,715 818 897 109.7 %

Loss on sale of assets 28,259 — 28,259 nm 28,224 — 28,224 nm

Other operating (income) expense (8,903) 299 (9,202) nm (9,341) 257 (9,598) nm

Total operating expense 67,779 42,044 25,735 61.2 % 111,007 86,789 24,218 27.9 %

Operating income 2,765 27,514 (24,749) -89.9 % 20,273 46,857 (26,584) -56.7 %

Change in fair value of warrant liability (548) (7) (541) nm (1,579) (80) (1,499) nm

Change in fair value of earn-out liability (1,258) (219) (1,039) nm (1,772) (404) (1,368) nm

Interest expense, net 8,201 13,374 (5,173) -38.7 % 18,119 29,082 (10,963) -37.7 %

Total non-operating expense 6,395 13,148 (6,753) -51.4 % 14,768 28,598 (13,830) -48.4 %

Income (loss) before income taxes (3,630) 14,366 (17,996) -125.3 % 5,505 18,259 (12,754) -69.8 %

Income tax (benefit) expense (1,200) 3,503 (4,703) nm 679 4,579 (3,900) nm

Net income (loss) $ (2,430) $ 10,863 $ (13,293) -122.4 % $ 4,826 $ 13,680 $ (8,854) -64.7 %

Comprehensive income (loss):

Foreign currency translation adjustment (1,869) 1,239 (3,108) -250.9 % (2,825) 954 (3,779) -396.2 %

Total comprehensive income (loss) $ (4,299) $ 12,102 $ (16,401) -135.5 % $ 2,001 $ 14,634 $ (12,633) -86.3 %

Common Share Data:

Basic net income (loss) per share $ (0.02) $ 0.09 $ (0.11) -122.2 % $ 0.04 $ 0.11 $ (0.07) -65.0 %

Diluted net income (loss) per share $ (0.02) $ 0.09 $ (0.11) -122.3 % $ 0.04 $ 0.11 $ (0.07) -65.2 %

Weighted average common shares outstanding - basic 120,285 119,163 1,122 0.9 % 120,050 119,006 1,044 0.9 %

Weighted average common shares outstanding - diluted 120,285 119,791 494 0.4 % 121,149 119,677 1,472 1.2 %

nm - not meaningful

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

As of

June 28,

2026 December 31,

2025

Assets

Cash and cash equivalents $ 69,020 $ 37,231

Accounts receivable, less allowance for credit losses of $2,086 and $1,856, respectively

64,158 57,895

Inventory 180,202 205,661

Prepaids and other current assets 17,231 15,374

Total current assets 330,611 316,161

Property, plant, and equipment, net 50,174 45,127

Goodwill 370,958 372,340

Other intangibles assets, net 369,753 396,910

Right-of-use assets 40,872 33,415

Total assets $ 1,162,368 $ 1,163,953

Liabilities and Stockholders’ Equity

Accounts payable $ 55,972 $ 60,121

Accrued liabilities 40,553 48,316

Accrued interest 3,401 115

Current portion of long-term debt 8,207 6,571

Total current liabilities 108,133 115,123

Long-term debt, net of current portion 518,606 516,078

Warrant liability 444 2,024

Earn-out liability 273 2,045

Deferred taxes 47,362 46,540

Other noncurrent liabilities 37,812 33,218

Total liabilities 712,630 715,028

Common stock 12 12

Additional paid-in capital 385,684 384,873

Treasury stock, at cost, 707,113 and zero shares held as of June 28, 2026 and December 31, 2025, respectively (2,000) —

Accumulated other comprehensive income (loss) (2,705) 120

Retained earnings 68,747 63,920

Total stockholders' equity 449,738 448,925

Total liabilities and stockholders' equity $ 1,162,368 $ 1,163,953

HOLLEY INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

For the thirteen weeks ended For the twenty-six weeks ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Operating Activities

Net income (loss) $ (2,430) $ 10,863 $ 4,826 $ 13,680

Adjustments to reconcile to net cash 34,552 9,389 43,321 23,849

Changes in operating assets and liabilities 14,989 20,235 (3,893) (4,892)

Net cash provided by operating activities 47,111 40,487 44,254 32,637

Investing Activities

Capital expenditures (6,169) (4,828) (9,640) (7,808)

Acquisition of license agreement — (8,330) (3,570) (13,090)

Business acquisition, net of cash acquired — — (2,776) —

Proceeds from the disposal of assets 9,957 — 9,957 —

Net cash provided by (used in) investing activities 3,788 (13,158) (6,029) (20,898)

Financing Activities

Net change in debt (11,643) (1,832) (1,643) (3,608)

Payments from stock-based award activities (1,490) (256) (2,486) (850)

Treasury stock purchase, at cost (2,000) — (2,000) —

Net cash used in financing activities (15,133) (2,088) (6,129) (4,458)

Effect of foreign currency rate fluctuations on cash 188 (467) (307) 474

Net change in cash and cash equivalents 35,954 24,774 31,789 7,755

Cash and Cash Equivalents

Beginning of period $ 33,066 $ 39,068 $ 37,231 $ 56,087

End of period $ 69,020 $ 63,842 $ 69,020 $ 63,842

We present certain information with respect to EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Credit Agreement Total Leverage Ratio (the "Leverage Ratio"), Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow as supplemental measures of our operating performance and believe that such non-GAAP financial measures are useful to investors in evaluating our financial performance and in comparing our financial results between periods because they exclude the impact of certain items that we do not consider indicative of our ongoing operating performance. We believe that the presentation of these non-GAAP financial measures enhances the usefulness of our financial information by presenting measures that management uses internally to establish forecasts, budgets, and operational goals to manage and monitor our business. We believe that these non-GAAP financial measures help to depict a more realistic representation of the performance of our underlying business, enabling us to evaluate and plan more effectively for the future.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, the Leverage Ratio, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are not prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from non-GAAP and other financial measures used by other companies. These measures should not be considered as measures of financial performance under GAAP, and the items excluded from or included in these metrics are significant components in understanding and assessing our financial performance. These metrics should not be considered as alternatives to net income, gross profit, net cash provided by operating activities, or any other performance measures, as applicable, derived in accordance with GAAP.

We define EBITDA as earnings before depreciation, amortization of intangible assets, interest expense, and income tax expense. We define Adjusted EBITDA as EBITDA adjusted to exclude, to the extent applicable, restructuring costs, which includes operational restructuring and integration activities, termination related benefits, facilities relocation, and executive transition costs; changes in the fair value of the warrant liability; changes in the fair value of the earn-out liability; equity-based compensation expense; gain or loss on the early extinguishment of debt; notable items that we do not believe are reflective of our underlying operating performance, including litigation settlements and certain costs incurred for advisory services related to identifying performance initiatives; and other expenses or gains, which includes gains or losses from disposal of fixed assets, franchise taxes, and gains or losses from foreign currency transactions. In addition, beginning with the quarter ended June 28, 2026, we have excluded from Adjusted EBITDA as a notable item any tariff refund income received in the quarter, as the refunds are non-recurring in nature for tariff costs incurred in the past and are not reflective of our ongoing performance. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.

HOLLEY INC. and SUBSIDIARIES

USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

For the thirteen weeks ended For the twenty-six weeks ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Net Income (Loss) $ (2,430) $ 10,863 $ 4,826 $ 13,680

Adjustments:

Interest expense, net 8,201 13,374 18,119 29,082

Income tax (benefit) expense (1,200) 3,503 679 4,579

Depreciation 2,650 2,215 5,174 4,514

Amortization 3,417 3,350 6,844 6,882

EBITDA 10,638 33,305 35,642 58,737

Restructuring costs 840 355 1,715 818

Change in fair value of warrant liability (548) (7) (1,579) (80)

Change in fair value of earn-out liability (1,258) (219) (1,772) (404)

Loss on sale of assets 28,259 — 28,224 —

Equity-based compensation expense 1,565 1,408 3,296 2,903

Notable items 3,161 1,287 4,889 1,484

Other operating (income) expense (8,903) 299 (9,341) 257

Adjusted EBITDA $ 33,754 $ 36,428 $ 61,074 $ 63,715

Net Sales $ 172,007 $ 166,661 $ 319,337 $ 319,705

Net income (loss) margin (1.4 %) 6.5 % 1.5 % 4.3 %

Adjusted EBITDA Margin 19.6 % 21.9 % 19.1 % 19.9 %

We define the Leverage Ratio as Net Debt divided by our Credit Agreement EBITDA for the trailing twelve-month ("TTM") period, as defined under our Credit Agreement entered into in November 2021, as amended, which is used in calculating covenant compliance.

TTM June 28, 2026 December 31, 2025

Net Income $ 10,322 $ 19,175

Adjustments:

Interest expense, net 40,870 51,833

Income tax expense 5,558 9,458

Depreciation 10,364 9,704

Amortization 13,740 13,778

EBITDA 80,854 103,948

Change in fair value of warrant liability (288) 1,211

Change in fair value of earn-out liability (471) 897

Equity-based compensation expense 8,556 8,163

Loss on sale of assets 28,259 —

Gain on early extinguishment of debt (93) (93)

Restructuring costs 3,800 2,903

Notable items 8,284 4,882

Other expense (7,525) 2,110

Adjusted EBITDA 121,376 124,021

Additional permitted charges 7,633 7,265

Adjusted EBITDA per Credit Agreement $ 129,009 $ 131,286

Total debt $ 532,830 $ 529,557

Less: permitted cash and cash equivalents 50,000 37,231

Net indebtedness per Credit Agreement $ 482,830 $ 492,326

Credit Agreement Total Leverage Ratio 3.74 x 3.75 x

We define Adjusted Net Income as earnings excluding the effect of changes in the fair value of the warrant liability, changes in the fair value of the earn-out liability, loss on sale of assets, and gain or loss on the early extinguishment of debt. We define Adjusted Diluted EPS as Adjusted Net Income on a per share basis. Management uses these measures to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results. We believe that using this information, along with net income and net income per diluted share, provides for a more complete analysis of the results of operations.

For the thirteen weeks ended For the twenty-six weeks ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Net Income (Loss) $ (2,430) $ 10,863 $ 4,826 $ 13,680

Special items:

Adjust for: change in fair value of warrant liability (548) (7) (1,579) (80)

Adjust for: change in fair value of earn-out liability (1,258) (219) (1,772) (404)

Adjust for: loss on sale of assets 28,259 — 28,224 —

Adjusted Net Income $ 24,023 $ 10,637 $ 29,699 $ 13,196

For the thirteen weeks ended For the twenty-six weeks ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Net (Loss) Income per Diluted Share $ (0.02) $ 0.09 $ 0.04 $ 0.11

Special items:

Adjust for: change in fair value of warrant liability — — (0.01) —

Adjust for: change in fair value of earn-out liability (0.01) — (0.01) —

Adjust for: loss on sale of assets 0.23 — 0.23 —

Adjusted Diluted EPS $ 0.20 $ 0.09 $ 0.25 $ 0.11

We define Free Cash Flow as net cash provided by operating activities minus cash payments for capital expenditures, net of fixed asset dispositions not related to brand divestitures. Management believes providing Free Cash Flow is useful for investors to understand our performance and results of cash generation after making capital investments required to support ongoing business operations.

For the thirteen weeks ended For the twenty-six weeks ended

June 28,

2026 June 29,

2025 June 28,

2026 June 29,

2025

Net Cash Provided by Operating Activities $ 47,111 $ 40,487 $ 44,254 $ 32,637

Capital expenditures, net of dispositions (6,169) (4,828) (9,640) (7,808)

Free Cash Flow $ 40,942 $ 35,659 $ 34,614 $ 24,829

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Document And Entity Information

Aug. 05, 2026

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Entity Registrant Name

HOLLEY INC.

Document Type

8-K

Document Period End Date

Aug. 05, 2026

Entity Incorporation, State or Country Code

Entity File Number

001-39599

Entity Tax Identification Number

87-1727560

Entity Address, Address Line One

1A Burton Hills Blvd

Entity Address, Address Line Two

Suite 240

Entity Address, City or Town

Nashville

Entity Address, State or Province

Entity Address, Postal Zip Code

37215

City Area Code

270

Local Phone Number

782-2900

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Document Information [Line Items]

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Common stock, par value $0.0001 per share

Trading Symbol

HLLY

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NYSE

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