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Holley Inc.

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

HLLY$2.61+24.3%Stored close · as of Nov 9, 2026

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Contents

Item 9A. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

Management, which includes our President, Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report. Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2025. We believe the financial information presented herein is materially correct and fairly presents the financial position and operating results of the fiscal year ended December 31, 2025 in accordance with U.S. GAAP.

(b)Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our executive management and effected by our board of directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Based on this assessment, our management has determined that our internal control over financial reporting was effective as of December 31, 2025.

As disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2024, management previously identified a material weakness related to insufficient accounting resources and expertise, which resulted in inadequate controls over the preparation and precision of reviews of reconciliations, manual journal entries, and third‑party reports supporting journal entries. In response, the following remedial actions were implemented during the year ended December 31, 2025:

Hired and augmented our accounting team with knowledgeable and qualified accounting and finance professionals.

Engaged a third-party expert to conduct an external evaluation, provide recommended options, support, and validate our approach.

Enhanced related policies and process documentation, redesigned existing controls, implemented new controls, and improved the skills of process owners.

Implemented a reconciliation and review tool.

Trained process owners, evaluated the adoption of revised policies and procedures, and monitored results.

Developed and maintained documentation to promote knowledge transfer upon personnel and function changes.

Based on the successful completion, testing, and validation of these remediation measures, management determined that the previously identified material weakness has been fully remediated as of December 31, 2025. See Risk Factors—Risks Related to Our Business and Industry. Grant Thornton LLP, an independent registered public accounting firm, has audited the effectiveness of our internal controls over financial reporting as of December 31, 2025, as stated in their report, which is included herein.

(c)Changes in Internal Control Over Financial Reporting

The remediation efforts described above represent changes in our internal control over financial reporting that occurred during the three months ended December 31, 2025. Other than these remediation actions, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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