Holley Inc.·4

Apr 29, 6:00 PM ET

WEAVER JESSE 4

4 · Holley Inc. · Filed Apr 29, 2026

Research Summary

AI-generated summary of this filing

Updated

Holley (HLLY) CFO Jesse Weaver Receives RSUs; Shares Withheld

What Happened Jesse Weaver, Holley Inc.'s Chief Financial Officer, received equity awards (restricted stock units) totaling 116,603 RSUs in March 2026 and had 81,910 shares automatically withheld to cover tax obligations, resulting in dispositions valued at approximately $251,409. The RSU grants include 111,911 time‑based RSUs (vesting in equal installments on March 13 of 2027, 2028 and 2029) and 4,692 additional shares delivered upon achievement of 2025 performance goals (110% payout). The withheld shares were disposed of automatically at prices between $2.72 and $3.46 to satisfy tax withholding (routine, not open‑market sell orders).

Key Details

  • Transaction dates and prices:
    • 2026-03-04: 10,141 shares withheld @ $3.46 → $35,088 (tax withholding on 25,770 vested RSUs) (F1)
    • 2026-03-08: 32,983 shares withheld @ $3.36 → $110,823 (tax withholding on 83,815 vested RSUs) (F2)
    • 2026-03-13: 111,911 RSUs granted @ $0.00 (vest in 2027–2029) (A) (F3)
    • 2026-03-21: 4,692 performance shares granted @ $0.00 (A) — reflects 110% payout on FY2025 performance (F4)
    • 2026-03-21: 38,786 shares withheld @ $2.72 → $105,498 (tax withholding on 98,564 vested RSUs) (F5)
  • Total RSUs granted: 116,603; total shares withheld/disposed: 81,910; total value of withheld shares ≈ $251,409.
  • Shares owned after transaction: not specified in the provided filing excerpt — see the Form 4 for Weaver's post‑transaction holdings.
  • Notable: Withholdings were automatic tax withholding (transaction code F — routine, not market sales). RSUs (code A) are rights to receive shares upon vesting.
  • Filing timeliness: Report filed 2026-04-29 for March transactions — marked late (transactionTimeliness = 'L').

Context

  • RSUs are grants, not cash purchases; time‑based RSUs vest over future dates (so value realization is delayed). The performance add‑on reflects achievement of company Revenue/EBITDA targets for FY2025 (110% payout = 10% above target). Automatic withholding to cover taxes is common and should be viewed as tax‑related dispositions rather than a voluntary sale signaling sentiment.

Insider Transaction Report

Form 4
Period: 2026-03-04
WEAVER JESSE
Chief Financial Officer
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-03-04$3.46/sh10,141$35,088649,318 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-08$3.36/sh32,983$110,823616,335 total
  • Award

    Common Stock

    [F3]
    2026-03-13+111,911728,246 total
  • Award

    Common Stock

    [F4]
    2026-03-21+4,692732,938 total
  • Tax Payment

    Common Stock

    [F5]
    2026-03-21$2.72/sh38,786$105,498694,152 total
Footnotes (5)
  • [F1]This amount represents shares automatically withheld upon the vesting of 25,770 restricted shares of common stock on March 4, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 4, 2026.
  • [F2]This amount represents shares automatically withheld upon the vesting of 83,815 restricted shares of common stock on March 8, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 6, 2026.
  • [F3]Represents a grant of restricted stock units pursuant to the Issuer's 2021 Omnibus Incentive Plan. Each restricted stock unit represents the right to receive, upon vesting, one share of Common Stock. These restricted stock units will vest in equal, or nearly equal, installments on March 13 of each of 2027, 2028, and 2029, subject to the reporting person's continuous employment through such date.
  • [F4]This amount reflects additional shares issued upon the vesting of performance-based restricted stock units. The number of shares delivered was determined based on the Company's achievement of applicable performance metrics for fiscal year 2025, consisting of Revenue and EBITDA goals. The Company achieved a 110% payout for the relevant performance period, representing an additional 10% of shares above the target award.
  • [F5]This amount represents shares automatically withheld upon the vesting of 98,564 restricted shares of common stock on March 21, 2026, to cover required tax withholding. The fair market value of HLLY common stock used for purposes of calculating the number of shares to be withheld was the closing price of HLLY common stock as reported on March 20, 2026.
Signature
/s/ Carly Kennedy, Attorney-In-Fact for Jesse Weaver|2026-04-29

Documents

1 file
  • 4
    wk-form4_1777500024.xmlPrimary

    FORM 4