Management Change/Compensation (Form 8-K)

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After serving as Executive Vice President, General Counsel and Corporate Secretary for four years with Holley Inc. (the "Company"), Carly Kennedy will be departing from her position to pursue other opportunities. On April 7, 2026, the Company and Ms. Kennedy mutually agreed that, in order to support an orderly transition and to assist the Company with its upcoming annual meeting of stockholders and certain upcoming SEC reporting obligations, Ms. Kennedy will remain employed by the Company until May 15, 2026 (the "Separation Date"), at which time her employment with the Company will terminate unless her employment is terminated sooner for cause or she voluntarily resigns prior to such date.

The Company thanks Ms. Kennedy for her leadership and significant contributions to the Company and appreciates her commitment to supporting the business through this transition. In connection with her departure, the Company and Ms. Kennedy entered into a separation agreement and general release (the "Separation Agreement and General Release").

In exchange for Ms. Kennedy (i) signing the Separation Agreement and General Release and agreeing to be bound by it, (ii) signing and not revoking the second release (as defined in the Separation Agreement and General Release), (iii) not resigning her employment or being terminated for cause prior to the Separation Date and (iv) continuing to comply with all obligations under the Separation Agreement and General Release, the Company will provide Ms. Kennedy with the following severance benefits:

If a "change in control" (as defined in the 2021 Plan) occurs within three months of the Separation Date, the salary continuation payments referred to above will be increased to $328,000, which is an amount equal to 12 months of Ms. Kennedy's base salary in effect on the Separation Date, payable in equal installments over a period of 12 months following the Separation Date in accordance with the Company's regular payroll processes.

The Separation Agreement and General Release includes a customary general release of claims by Ms. Kennedy in favor of the Company and certain related parties.

The foregoing description of the Separation Agreement and General Release is qualified in its entirety to full text of the Separation Agreement and General Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.