UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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☒	Definitive Proxy Statement

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HOLLEY INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2026

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS AND

PROXY STATEMENT

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LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholder:

I am pleased to present the 2026 Holley Inc. proxy statement, which contains information about Holley’s strategic direction, executive compensation, governance, and Board of Directors’ composition. It is my pleasure, along with our Board of Directors, to invite you to Holley’s 2026 annual meeting of stockholders. This year’s Annual Meeting will be held on Friday, May 1, 2026, at 8:00 a.m. Central Time. To maximize stockholder participation and provide a consistent experience regardless of location, we are holding the Annual Meeting in a virtual-only format via live webcast at:

www.virtualshareholdermeeting.com/HLLY2026

We have designed the virtual Annual Meeting to ensure stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. To attend the Annual Meeting online, vote, submit questions or view the list of registered stockholders during the meeting, stockholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of and how to participate in the Annual Meeting.

Stockholders will also transact any other business that may be properly presented at the Annual Meeting. This proxy statement is first being made available to our stockholders on March 20, 2026.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair or secretary of the Annual Meeting will convene the meeting at 8:00 a.m. Central Time on the date specified above and at the Company’s address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://investor.holley.com.

As permitted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our 2025 Annual Report and a form of proxy card or voting instruction card (together, the “proxy materials”). This distribution process is more resource and cost-efficient. The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you.

Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to review these proxy materials and vote your shares before the Annual Meeting, as recommended by the Board as follows:

VOTING ITEMS

PROPOSALS

BOARD VOTE RECOMMENDATION

FOR FURTHER DETAILS

Election of directors

“FOR” each director nominee

Page 15

Ratification of the appointment of Grant Thornton LLP as Holley Inc.’s independent registered public accounting firm for fiscal 2026.

“FOR”

Page 20

Advisory vote on compensation of named executive officers (Say-on-Pay).

“FOR”

Page 22

Advisory vote on the frequency of future Say-on-Pay votes.

“ONE YEAR”

Page 23

Approval of the 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Amended Plan”), to increase the number of authorized shares of common stock reserved for delivery under the Amended Plan as described in the proxy statement.

“FOR”

Page 24

We appreciate your continued interest in and support of Holley and look forward to your participation in the Annual Meeting.

Sincerely,

Matthew Stevenson

President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, May 1, 2026, 8:00 a.m. Central Time

To be held virtually at www.virtualshareholdermeeting.com/HLLY2026

Record Date: March 9, 2026

Items of Business

(1)	Election of directors;

(2)	Ratification of the appointment of Grant Thornton LLP as Holley Inc.’s independent registered public accounting firm for fiscal 2026;

(3)	Advisory vote on compensation of named executive officers (Say-on-Pay);

(4)	Advisory vote on the frequency of future Say-on-Pay votes; and

(5)	Approval of the 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Amended Plan”), to increase the number of authorized shares of common stock reserved for delivery under the Amended Plan as described in the accompanying proxy statement.

Admission

In order to attend the Annual Meeting, please visit www.virtualshareholdermeeting.com/HLLY2026 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction form. Online access to the Annual Meeting will begin at 7:45 a.m Central Time on Friday, May 1, 2026, to allow time to log-in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time.

Voting

Your vote is important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by signing, dating, and returning the accompanying proxy card or voting instruction form, will save the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares online during the live webcast of the Annual Meeting, as your proxy is revocable at your option.

Our Board unanimously recommends that you vote:

(1)	“FOR” the election of directors;

(2)	“FOR” the ratification of the appointment of Grant Thornton LLP as Holley Inc.'s independent registered public accounting firm for fiscal 2026;

(3)	“FOR” Say-on-Pay;

(4)	“ONE YEAR” with respect to the frequency of future Say-on-Pay votes; and

(5)	“FOR” the approval of the Amended Plan.

On or about Friday, March 20, 2026, we will mail to our stockholders either (1) a copy of this proxy statement, a proxy card and our 2025 Annual Report to Stockholders or (2) a Notice of Internet Availability of Proxy Materials, which will indicate how to access our proxy materials and vote via the Internet. The Notice of Internet Availability of Proxy Materials, proxy statement, form of proxy card and our 2025 Annual Report to Stockholders are available at www.proxyvote.com. The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement carefully and in its entirety.

By order of the Board of Directors,

Carly Kennedy

EVP, General Counsel & Corporate Secretary

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HOW TO VOTE

INTERNET To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/HLLY2026. You will need the control number printed on your Notice, proxy card or voting instruction form.	TELEPHONE Dial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the control number printed on your Notice, proxy card or voting instruction form.	MAIL If you received a paper copy of a proxy card by mail, mark, sign, date and promptly mail the proxy card in the postage-paid envelope.	QR CODE Scan this QR code to vote with your mobile device. You will need the control number printed on your notice, proxy card or voting instruction form.


	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2026 The notice, proxy statement and 2025 Annual Report on Form 10-K are available at www.proxyvote.com.

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			LETTER FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER			1
			NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			2
			PROXY STATEMENT SUMMARY			5
			Company Overview and Business Strategy			5
			Business Combination and Corporate Structure			5
			Directors			6
			Corporate Governance Highlights			7
			BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
			Board Composition			7
			Director Independence			8
			Board Leadership Structure			8
			Director Nominations			8
			Procedures for Recommending Individual to Serve as Directors			8
			Board Qualifications and Diversity			9
			Board Committees			9
			Risk Oversight			13
			Communications with Directors			13
			Governance Documents			13
			Insider Trading Policy			13
			Director Compensation			14
			Chairman of the Board Compensation			14
			PROPOSAL 1: ELECTION OF DIRECTORS			15
			Director Nominees			15
			Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders			16
			Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders			18
			PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
			Independent Public Accountant			20
			Pre-Approval Policy			20
			Audit Committee Report			21
			PROPOSAL 3: VOTE ON SAY-ON-PAY			22
			PROPOSAL 4: VOTE ON FREQUENCY OF SAY-ON-PAY			23
			PROPOSAL 5: APPROVAL OF 2021 OMNIBUS PLAN AMENDED TO INCREASE AUTHORIZED SHARES			24
			EXECUTIVE COMPENSATION			30
			INFORMATION ABOUT OUR EXECUTIVE OFFICERS			31
			Number and Terms of Office of Officers			31
			Summary Compensation Table			32
			Narrative Disclosure to the Summary Compensation Table			33
			Outstanding Equity Awards at Fiscal Year-End			36
			Additional Narrative Disclosure			39
			EQUITY COMPENSATION PLAN INFORMATION			42
			CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			43
			Policies and Procedures for the Company’s Related Person Transactions			43
			Related Party Transactions			43
			BENEFICIAL OWNERSHIP OF SECURITIES			45
			Delinquent Section 16(a) Reports			46
			QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			47
			OTHER MATTERS			49
			Other Business			49
			Submission of Stockholder Proposals for the 2027 Annual Meeting			50
			Householding Information			50
			Where You Can Find More Information			50


INDEX OF FREQUENTLY REQUESTED INFORMATION
Board Leadership Structure			8
Board Committees			9
Director Compensation			14
Director Independence			8
Director Nominees			15
Executive Employment Agreements			33
Employment Agreements			39
Governance Documents			13
Related Person Transaction Policy			43
Risk Oversight			13


			FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES
			This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. Unless the context otherwise requires, references in this proxy statement to “Holley,” “we,” “us,” “our,” “our company” and “the Company” refer to Holley Inc.

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.



DATE AND TIME May 1, 2026 at 8:00 a.m. Central Time	LOCATION Online at www.virtualshareholdermeeting.com/HLLY2026	RECORD DATE March 9, 2026


VOTING MATTERS		BOARD’S VOTE RECOMMENDATIONS	FOR FURTHER INFORMATION
PROPOSAL 1	Election of Directors	“FOR” each director nominee	Page 15
PROPOSAL 2	Ratification of Independent Registered Public Accounting Firm	“FOR”	Page 20
PROPOSAL 3	Say-On-Pay	“FOR”	Page 22
PROPOSAL 4	Frequency of Say-On-Pay	“ONE YEAR”	Page 23
PROPOSAL 5	2021 Omnibus Plan as amended	“FOR”	Page 24

Company Overview and Business Strategy

Holley Performance Brands is a designer, marketer, manufacturer, and distributor of high-performance automotive aftermarket products for automotive enthusiasts. Through a portfolio of iconic brands, we serve multiple enthusiast categories, including muscle and performance, modern truck, off-road, euro, import, and safety. Our products span a broad range of performance-oriented categories, including fuel systems, engine management, exhaust, ignition, suspension, braking and safety equipment, and are sold through a diversified omnichannel network that includes warehouse distributors, performance retailers and e-tailers, dealers and installers, third-party marketplaces, and direct-to-consumer channels.

We believe our portfolio of brands, category breadth, and channel reach position us well within the highly fragmented performance automotive aftermarket. We increasingly align our commercial and product efforts around key enthusiast vehicle platforms and end markets, which enables us to offer more complete multi-category solutions to customers and consumers.

Our strategy is centered on investing behind the brands, categories and vehicle platforms with the strongest consumer affinity and growth potential, supporting new product innovation, improving product data and digital merchandising, strengthening relationships with channel partners, and pursuing disciplined expansion into adjacent categories and markets that align with our capabilities. We believe this approach, together with our operational execution and portfolio management focus, supports long-term growth and share gains in the markets we serve.

Business Combination and Corporate Structure

As previously disclosed, on July 16, 2021 (the “Closing Date”), we consummated a business combination (“Business Combination”) pursuant to that certain Agreement and Plan of Merger dated March 11, 2021 (the “Merger Agreement”), by and among Empower Ltd., (“Empower”), Empower Merger Sub I Inc., a direct wholly owned subsidiary of Empower (“Merger Sub I”), Empower Merger Sub II LLC, a direct wholly owned subsidiary of Empower (“Merger Sub II”), and Holley Intermediate Holdings, Inc. (“Holdings”). The Merger Agreement provided for, among other things, the following transactions: (i) Merger Sub I merged with and into Holdings, the separate corporate existence of Merger Sub I ceased and Holdings became the surviving corporation, and (ii) Holdings merged with and into Merger Sub II, the separate corporate existence of Holdings ceased and Merger Sub II became the surviving limited liability company. Upon closing of the Business Combination, Empower changed its name to Holley Inc. and its trading symbol on the New York Stock Exchange (the “NYSE”) from “EMPW” to “HLLY.”

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Directors

The following provides summary information about each current director and director nominee.


NAME AND OCCUPATION	AGE	OTHER PUBLIC BOARDS	COMMITTEE MEMBERSHIPS
NAME AND OCCUPATION	AGE	OTHER PUBLIC BOARDS	AC	CTC	NGC
OWEN M. BASHAM Partner, Sentinel Capital Partners	40	0
GRAHAM CLEMPSON Co-Founder and Vice Chairman, MidOcean Partners	64	0
JAMES D. COADY Partner, Sentinel Capital Partners	56	0
MICHELLE GLOECKLER Former EVP, Walmart & Executive, Hershey	59	1
GINGER M. JONES Former SVP and CFO, Cooper Tire & Rubber Company	61	2
MATTHEW RUBEL Chairman, Holley Inc.; Chairman of Executive Board, MidOcean Partners	68	1
ANITA SEHGAL EVP, Marketing & Communications, Houston Astros	53	0
MATTHEW J. STEVENSON President and Chief Executive Officer, Holley Inc.	48	0


AC – Audit Committee CTC – Compensation and Talent Committee NGC – Nominating and Governance Committee Independent	Chair	Member
	Audit Committee Financial Expert

Board Snapshot*

*	Reflects Board following the Annual Meeting, assuming each of the director nominees is elected.

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Corporate Governance Highlights

•	Separate roles for Chairman of the Board and Chief Executive Officer

•	Six of eight directors are independent

•	100% independent Board committees

•	Robust director search process, which requires that the pool of candidates includes women and minorities and that the Nominating and Governance Committee interview at least one woman and one minority candidate

•	Annual Board and committee self-evaluations

•	Regular executive sessions where directors meet without management present

•	Robust director onboarding practice, which includes facility tours, management team meetings, etc.

•	Active Board oversight of strategy, risk management, environmental, social and governance matters

•	Hedging/pledging prohibited

•	No poison pill

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We believe that an effective board should be made up of individuals who collectively provide an appropriate balance of diverse occupational and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s strategy and operations. As such, our Board of Directors (the “Board”) expects directors to be open and forthright, to develop a deep understanding of the Company’s business, to exercise sound judgment in fulfilling their oversight responsibilities, to embrace Holley’s values and culture, and to possess the highest levels of integrity.

The evaluation and selection of director nominees is a key aspect of our Nominating and Governance Committee’s regular evaluation of the composition of, and criteria for membership on, our Board. The Board and the Nominating and Governance Committee also actively seek to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age, and sexual orientation.

Board Composition

On the Closing Date, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with affiliates of Sentinel Capital Partners (“Sentinel”) and MidOcean Partners (“MidOcean”) whereby, among other things, the parties agreed to certain matters relating to the Company’s corporate governance.

The Stockholders’ Agreement provided that the initial authorized number of directors for our Board be seven. Pursuant to the Stockholders’ Agreement, Sentinel and MidOcean have the right to nominate for election to the Board the following number of directors for so long as the shares beneficially owned by Sentinel and MidOcean as a percentage of the shares held by Sentinel or MidOcean, as applicable, immediately after the Closing Date is equal to or greater than the percentage indicated in the left hand column of the table below:


	OWNERSHIP PERCENTAGE			DIRECTOR DESIGNEES
	Sentinel
	64% or greater			3
	39% or greater, up to but not including 64%			2
	14% or greater, up to but not including 39%			1
	Less than 14%			0
	MidOcean
	50% or greater			2
	25% or greater, up to but not including 50%			1
	Less than 25%			0

Additionally, pursuant to the Stockholders’ Agreement, for so long as Sentinel or MidOcean, as applicable, has the right to designate at least two directors for election to the Board, Sentinel and MidOcean, severally, shall have the right to appoint one director designee to serve on each of the standing committees, subject to applicable NYSE listing standards.

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Director Independence

Our Board has determined that each of Messrs. Basham, Coady, and Clempson and Mses. Jones, Gloeckler, and Sehgal are independent as defined under the NYSE listing standards. In making these independence determinations, our Board has reviewed and discussed information provided by the directors to us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including Messrs. Basham’s and Coady’s affiliation with Sentinel, which beneficially owns 20.4% of the Company’s Common Stock. With respect to Mr. Clempson, the Board considered that Mr. Clempson serves as Vice Chairman of MidOcean’s Executive Board, an advisory board that provides industry insights to MidOcean’s investment teams and portfolio companies. MidOcean beneficially owns 13.2% of the Company’s Common Stock. In each case, the Board determined that such relationships did not impair such directors’ independence. In addition to determining whether each director satisfies the director independence requirements set forth in the NYSE listing standards, in the case of members of the Audit Committee, our Board has also made an affirmative determination that members satisfy separate independence requirements under the SEC rules for such members.

Board Leadership Structure

The Board annually reviews its leadership structure to evaluate whether the structure remains appropriate for the Company. The Board selects its Chairman and the Chief Executive Officer (the “CEO”) in a way it considers in the best interests of the Company. The Board does not have a policy on whether the role of Chairman and CEO should be separate or combined. Currently, the roles of Chairman of the Board and CEO are separate.

Director Nominations

The Nominating and Governance Committee evaluates the composition of the Board annually to assess whether the skills, experience, characteristics, and other criteria established by the Board are currently represented on the Board as a whole, and in individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs. The Board and the Nominating and Governance Committee also actively seek to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age, and sexual orientation. The Board will assess its effectiveness in this regard as part of the annual board and director evaluation process. As part of the search process for each new director, the Nominating and Governance Committee includes women and minorities in the pool of candidates (and instructs any search firm the Committee engages to include these candidates), and interviews at least one woman and one minority candidate.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. The Nominating and Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria established by the Board, and any stockholder recommendations for director are evaluated in the same manner as other candidates considered by the Nominating and Governance Committee. Stockholders that wish to nominate a director for election to our Board should follow the procedures described below.

Candidates may come to the attention of the Nominating and Governance Committee through current Board members, professional search firms, stockholders, or other persons.

Procedures for Recommending Individuals to Serve as Directors

The Nominating and Governance Committee also considers director candidates recommended by our stockholders. Any stockholder who wishes to propose director nominees for consideration by the Nominating and Governance Committee, but does not wish to present such proposal at an annual meeting of stockholders, may do so at any time by sending each proposed nominee’s name and a description of his or her qualifications for board membership to the chair of the Nominating and Governance Committee in writing to c/o Corporate Secretary at Holley Inc., 1A Burton Hills Blvd, Suite 240, Nashville, TN 37215. The recommendation should contain all of the information regarding the nominee required under the “advance notice” provisions of the Company’s bylaws. The Nominating and Governance Committee evaluates nominee recommendations submitted by stockholders in the same manner in which it evaluates other director nominees.

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Board Qualifications and Diversity

The following chart shows how certain relevant and important skills, experience, characteristics, and other criteria, including diversity of viewpoints, are represented on our Board. This chart is not intended to be an exhaustive list for each director, but instead intentionally focuses on the primary skillsets each director contributes. We believe the combination of the skills and qualifications shown below demonstrates how our board is well-positioned to provide effective oversight and strategic advice to our management.

BASHAM

CLEMPSON

COADY

GLOECKLER

JONES

RUBEL

SEHGAL

STEVENSON

Corporate Strategy

•

Automotive Industry

•

Mergers and Acquisitions

•

Senior Executive Leadership

•

Accounting / Financial Reporting

•

Human Capital Management

•

Sales / Marketing

•

Public Company Governance

•

Legal / Regulatory

•

Diversity (Gender)

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation and Talent Committee, and a Nominating and Governance Committee. The directors meet in executive session without management present at every Board meeting, and the Chairman of the Board, Mr. Rubel, presides at executive sessions. In accordance with our Corporate Governance Guidelines, the independent directors also meet in executive session without management present, with Ms. Jones presiding.

During the fiscal year ended December 31, 2025, the Board held four regular meetings and six special meetings. Additionally, there were six meetings of the Audit Committee, six meetings of the Compensation and Talent Committee, and four meetings of the Nominating and Governance Committee. Each of our incumbent directors attended at least 95% of the meetings of our Board and the respective committees of which he or she was a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2025.

Directors are expected to attend the annual meeting of stockholders absent unusual circumstances. At our 2025 Annual Meeting of Stockholders, all of our then-serving directors were in attendance.

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	AUDIT COMMITTEE
	MEMBERS Ginger M. Jones (Chair) Anita Sehgal, Graham Clempson			PRINCIPAL RESPONSIBILITIES: The primary role of the Audit Committee is to exercise primary financial oversight on behalf of the Board. The Audit Committee represents and assists the Board in discharging its oversight responsibility relating to: (a) the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements and the integrity of the financial statements; (b) the Company’s compliance with legal and regulatory requirements; (c) the outside auditor’s qualifications, independence and performance; (d) the design and implementation of the Company’s internal audit function and (e) the performance of the Company’s outside auditor. The Company’s management team is responsible for preparing financial statements, and the Company’s independent registered public accounting firm is responsible for auditing those financial statements.
				We have adopted a committee charter that details the principal functions of the Audit Committee, including:
				• the appointment, compensation, retention, oversight, and termination of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
				• pre-approving all audit and permissible non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
				• reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
				• reviewing and discussing with management and the independent auditor our annual audited and quarterly financial statements, including management’s discussion and analysis of financial condition and operations and the independent auditor’s reports related to the financial statements;
				• receiving reports from management and the independent auditors on, and review and discuss the adequacy and effectiveness of, our internal controls and disclosure controls and procedures;
				• reviewing and discussing the Company’s practices with respect to risk assessment and risk management, and risks related to matters including the Company’s financial statements and financial reporting processes, compliance, information technology, data security, and cybersecurity; and
				• overseeing the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s code(s) of conduct and the Company’s policies and procedures for monitoring compliance.
				Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent under the standards and rules applicable to audit committee members. Each of Ms. Jones, Ms. Sehgal, and Mr. Clempson qualifies as an “independent” director for purposes of the SEC rules and NYSE listing standards that are applicable to audit committee members. Each member of the Audit Committee is financially literate, and our Board has determined that each of Ms. Jones and Mr. Clempson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
				The Audit Committee has established and oversees procedures for handling reports of potential misconduct, and whereby complaints or concerns regarding accounting, internal accounting controls, auditing or federal securities law matters may be submitted anonymously to the Audit Committee. The Audit Committee has the authority to retain counsel and other advisers as it determines appropriate to assist in performance of its functions at our expense.

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	COMPENSATION AND TALENT COMMITTEE
	MEMBERS Graham Clempson (Chair) Owen M. Basham Michelle Gloeckler Ginger Jones			PRINCIPAL RESPONSIBILITIES: The Compensation and Talent Committee is responsible for approving, or recommending to the Board for approval, the compensation payable to the executive officers of the Company and administering the Company’s equity compensation plans.
				The Compensation and Talent Committee acts on behalf of and in conjunction with the Board to establish or recommend the compensation of our executive officers and to provide oversight of our overall compensation philosophy, policies, and programs.
				We have adopted a committee charter that details the principal functions of the Compensation and Talent Committee, including:
				• reviewing and approving the corporate goals and objectives relevant to our CEO’s compensation, evaluating our CEO’s performance in light of such goals and objectives, approving the grant of equity awards to the CEO, and recommending to the independent directors of the Board for approval the compensation of our CEO based on such evaluation;
				• overseeing the evaluation of executive officers other than the CEO and reviewing and recommending to the Board for approval the compensation of such other executive officers based upon the recommendation of the CEO;
				• approving the terms and grant of equity awards and administering and making recommendation to the Board with respect to our incentive compensation and equity-based compensation plans that are subject to Board approval;
				• approving and amending or modifying the terms of other compensation and benefit plans;
				• reviewing, evaluating, and recommending changes, if appropriate, to the compensation for directors;
				• overseeing and reviewing succession planning and management development;
				• overseeing the Company’s engagement with stockholders on executive compensation; and
				• overseeing our strategies and policies related to human capital management, including with respect to matters such as talent development and retention, workplace environment and culture and diversity and inclusion.
				The Compensation and Talent Committee may delegate its duties and responsibilities to one or more subcommittees, consisting of not less than two members of the Compensation and Talent Committee, as it determines appropriate.
				The Compensation and Talent Committee comprises at least three directors, consisting entirely of independent directors who meet the NYSE independence requirements, and otherwise meet NYSE compensation committee composition requirements. Additionally, at least two members of the Compensation and Talent Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
				The Compensation and Talent Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other advisers, at our expense, and are directly responsible for the appointment, compensation, and oversight of the work of any such advisers. However, before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation and Talent Committee considers the independence of each such adviser, including the factors required by NYSE listing standards and the SEC.
				The Compensation Committee has engaged Willis Towers Watson (“WTW”) as its independent compensation consultant to provide advice on executive and director compensation matters. WTW reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain and terminate WTW and to approve its fees and other terms of engagement.
				In evaluating the independence of WTW, the Compensation Committee considered the factors required by SEC rules, including WTW’s policies and procedures designed to prevent conflicts of interest, and determined that WTW’s work does not give rise to any conflicts of interest.

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	NOMINATING AND GOVERNANCE COMMITTEE
	MEMBERS Anita Sehgal (Chair) Owen M. Basham James D. Coady Michelle Gloeckler			PRINCIPAL RESPONSIBILITIES: The Nominating and Governance Committee assists the Board by identifying and recommending individuals qualified to become members of the Board. The Nominating and Governance Committee is responsible for evaluating the composition, size, and functioning of the Board and its committees and making recommendations regarding the appointment of directors to the committees, establishing procedures for considering stockholder nominees to the Board, and reviewing the corporate governance principles and making recommendations to the Board regarding possible changes.
				We have adopted a committee charter, which details the purpose and responsibilities of the Nominating and Governance Committee, including:
				• reviewing and recommending to the Board the skills, experience, characteristics, and other criteria for identifying and evaluating directors;
				• annually evaluating the composition of the Board, and identifying, reviewing the qualifications of, and recruiting individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to our Board candidates for nomination for election or reelection at the annual meeting of stockholders or to fill vacancies on our Board;
				• developing and recommending to our Board a set of corporate governance principles and annually reviewing and assessing the adequacy of our Corporate Governance Guidelines, Code of Conduct, and other applicable policies;
				• annually reviewing the Board’s leadership structure and recommending changes to the Board as appropriate;
				• overseeing succession planning for the Board and key leadership roles on the Board and its committees;
				• overseeing the annual self-evaluation of our Board, its committees, and individual directors;
				• overseeing our stockholder engagement program, and making recommendations to the Board regarding its involvement in stockholder engagement; and
				• overseeing our environmental, social, and governance programs, policies, and activities, monitoring developments and emerging trends relating to these issues, and reporting to the Board on such matters.
				The Nominating and Governance Committee comprises at least three directors, consisting entirely of independent directors under the NYSE independence requirements.
				The Nominating and Governance Committee has the authority to retain counsel and other advisers as it determines appropriate to assist in performance of its functions at our expense, including any search firm to be used to identify director candidates, and to approve the fees and other retention terms of any such advisers.

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Risk Oversight

A core responsibility of the Board is to oversee the Company’s processes for assessing and managing risk. The Board accomplishes this oversight through the regular reporting to the Board by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting, and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit, and information technology functions, the audit committee reviews and discusses significant areas of our business and summarizes for the Board areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

Communications with Directors

The Board welcomes feedback from stockholders and other interested parties. Stockholders and other interested parties may contact the Board by mailing correspondence to c/o Corporate Secretary at the Company’s principal offices at 1A Burton Hills Blvd, Suite 240, Nashville, Tennessee 37215. Correspondence will be forwarded to the respective director, except that the Corporate Secretary reserves the right not to forward advertisements or solicitations, customer complaints, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials.

Governance Documents

The Audit Committee, Compensation and Talent Committee, and Nominating and Governance Committee each operate pursuant to written charters adopted by the Board. These charters, along with the Corporate Governance Guidelines and the Code of Business Conduct and Ethics, are available at the Company’s website. To access these documents from the Company’s website, go to investor.holley.com and select “Governance” and “Governance Documents” from the drop-down menu.

Our Board adopted a Code of Business Conduct and Ethics relating to the conduct of our business by all of our employees, executive officers (including our principal executive officer and principal financial officer/principal accounting officer (or persons performing similar functions)), and directors. This code satisfies the requirement that we have a “code of conduct” under NYSE and SEC rules and is available on our website identified above. To the extent required, we intend to disclose future amendments to certain provisions of this code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

Insider Trading Policy

We have adopted policies and procedures designed to prohibit unlawful insider trading and hedging. Our Insider Trading Policy prohibits all directors, officers, and employees, as well as members of such persons’ immediate families and households (other than household employees) and such persons’ controlled entities, from engaging in transactions in securities, whether issued by us or another company, when in possession of material non-public information related to the company, or from conveying material non-public information to others.

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The policy also prohibits engaging in the following: (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls; and (d) hedging transactions with respect to Company securities. The Insider Trading Policy further prohibits holding Company securities in a margin account or pledging Company securities as collateral for a loan. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Director Compensation

The chart below sets forth the fees paid to non-employee directors in 2025.


	Annual Cash Retainer (other than the Chairman):			$75,000
	Chairman of the Board of Directors*			$175,000
	Committee Chairperson Retainers:
	Audit Committee			$25,000
	Compensation and Talent Committee			$15,000
	Nominating and Governance Committee			$15,000
	Committee Membership Retainers:
	Audit Committee			$10,000
	Compensation and Talent Committee			$10,000
	Nominating and Governance Committee			$10,000

The Compensation and Talent Committee believes directors should be incentivized to improve the long-term value of the Company and promote stockholder returns. Accordingly, in addition to the above fees, our directors are also compensated with equity awards under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). On June 11, 2024, the Company awarded each non-employee director 29,166 RSUs, which vested on June 11, 2025. On May 13, 2025, the Company awarded each non-employee director 48,165 RSUs, which vests on May 13, 2026 (the first anniversary of the date of grant), provided that the director remains on the Board through such date. In addition, the Company has entered into an indemnification agreement with each of its directors, which requires the Company to indemnify them against certain liabilities that may arise as a result of their status or service as directors of the Company. The Company pays the premiums on the directors’ and officers’ liability insurance policies. The Company also reimburses members of the Board of Directors for travel expenditures related to their services to the Company.

*Chairman of the Board Compensation

Mr. Rubel received a base salary of $243,000 in 2024 and 2025 in his role as Executive Chairman of the Board. In May 2025, Mr. Rubel transitioned from Executive Chairman to Chairman of the Board and, moving forward, he will receive $175,000 in compensation. On May 13, 2025, Mr. Rubel received an award of 48,165 RSUs, which vests on May 13, 2026. Mr. Rubel did not receive any cash incentive bonus in 2025.

The following table sets forth the compensation awarded to, earned by, or paid to Holley’s Board of Directors during the fiscal year ended December 31, 2025:


Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Matthew Rubel	218,750	105,000	323,750
Anita Sehgal	98,750	105,000	203,750

SEC Form DEF 14A filed by Holley Inc.