Holley Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Securities Act and Exchange Act, as well as protections afforded by other federal securities laws. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Forward-looking statements may be accompanied by words such as “believe,” “estimate,” “expect,” “project,” “forecast,” “may,” “will,” “should,” “seek,” “plan,” “scheduled,” “anticipate,” “intend” or similar expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements. These forward-looking statements are subject to a number of risks and uncertainties and actual results could differ materially due to numerous factors, including, but not limited to, the Company’s ability to do any of the following:

•execute our business strategy, including monetization of services provided and expansions in and into existing and new lines of business;

•anticipate and manage through disruptions and higher costs in manufacturing, supply chain, logistical operations, and shortages of certain company products in distribution channels;

•anticipate and manage through supply shortages of key component parts used in our products and the need to shift the mix of products offered in response thereto;

•respond to the impact of geopolitical events, including military conflicts (including the conflict in Ukraine, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences), tariffs, the interruption from catastrophic events and problems such as terrorism and public health crises;

•identify a material weakness in our internal control over financial reporting which, if not remediated in a timely manner or at all, could affect the reliability of our financial statements;

•maintain key strategic relationships with partners and resellers;

•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 tariffs;

•anticipate, manage, and mitigate the impact of changing trade policies, including tariffs;

•enhance future operating and financial results, whether through anticipated organic or external growth initiatives or through the implementation of cost savings initiatives;

•respond to uncertainties associated with product and service development and market acceptance;

•anticipate and manage through increased constraints in consumer demand and/or shifts in the mix of products sold;

•respond to uncertainties associated with product and service development and market acceptance;

•attract and retain qualified employees and key personnel;

•protect and enhance the Company’s corporate reputation and brand awareness;

•recognition of goodwill and other intangible asset impairment charges;

•effectively respond to general economic and business conditions;

•acquire and protect intellectual property;

•collect, store, process and use personal and payment information and other consumer data;

•comply with privacy and data protection laws and other legal obligations related to privacy, information security, and data protection;

•manage the impact of any security breaches, cyber-attacks, or other cybersecurity threats or incidents, or the failure of any key information technology systems;

•meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•obtain additional capital, including through the sale of equity or debt securities;

•manage to finance operations on an economically viable basis;

•maintain Holley’s New York Stock Exchange (“NYSE”) listing of our common stock (“Common Stock”) and warrants to purchase Common Stock ("Warrants");

•comply with existing and/or future laws and regulations applicable to our business, including laws and regulations related to environmental health and safety or climate-related disclosures;

•respond to litigation, complaints, product liability claims and/or adverse publicity;

•anticipate the significance and timing of contractual obligations;

•anticipate the impact of, and response to, new accounting standards;

•maintain proper and effective internal controls;

•respond to the impact of changes in U.S. tax laws and regulations, including the impact on deferred tax assets;

•anticipate the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, and demographic trends; and

•respond to other risks and factors, listed under the caption “Risk Factors” included in this Annual Report on Form 10-K, and/or as disclosed in any subsequent filings with the SEC.

Forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K and our management’s expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties, and actual results, developments and business decisions may differ materially from those envisaged by such forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SUMMARY OF RISK FACTORS

The following summarizes the principal factors that make an investment in Holley speculative or risky. You should carefully consider the following risks as well as the other information included in this Annual Report on Form 10-K, including “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included elsewhere herein, before investing in our securities. See “Risk Factors” for a more detailed discussion of the risk factors listed below.

Risk Related to Our Business and Industry

•A downturn in consumer spending, including as a result of a severe or prolonged economic downturn, could adversely impact our financial condition and results of operations.

•Inflation and tariffs could result in higher costs and decreased profitability and our revenue and results of operations may be materially affected.

•Disruptions of supply or shortages of raw materials or components used in our products could harm our business and profitability, as well as the financial condition of our distributors.

•A significant disruption in the operations of our manufacturing facilities or distribution centers could have a material adverse effect on our business, sales, financial condition and results of operations.

•Pandemics, epidemics or other public health crises could adversely affect our business, sales, financial condition and results of operations and our ability to access current or obtain new lending facilities.

•Failure to compete effectively or to develop and market new products and a reduction in demand for our products could reduce our business, financial condition and results of operations.

•Fuel shortages, or high fuel prices, could have a negative effect on the use of powered vehicles that use our products.

•Increased electric vehicles ownership could impact our financial condition and results of operations.

•Inaccurate forecasting of product demand could harm our financial performance.

•We may not be able to effectively manage our growth.

•Our growth partially depends on attracting new customers in a cost-effective manner and expanding into additional consumer markets and we may not successfully do so.

•Our failure to protect our brand could harm our financial condition and results of operations.

•Our profitability may decline as a result of increasing pressure on pricing.

•Our failure to maintain relationships with distribution partners or increase sales through our direct-to-consumer ("DTC") channel could harm our business.

•Our success depends on the continuing efforts of our employees and retention of skilled personnel, and our results of operations may be adversely affected by labor shortages, turnover and labor cost increases.

•Our operations and reputation may be negatively impacted if our information technology systems fail to perform adequately or if we experience an interruption in our operations due to security threats or disruptions.

•Adverse developments affecting the financial services industry, such as bank failures, could have an adverse impact on our financial condition and results of operations.

•Our indebtedness may limit our ability to invest in the ongoing needs of our business, and if we are unable to comply with the covenants in our current credit agreements, our business, sales, financial condition, and results of operations could be harmed.

•Our failure to both assess and maintain our effective internal control over financial reporting could harm us, and we may identify additional weaknesses in the future.

•We may acquire or invest in other companies to complement our organic growth, which may not be successful and may divert financial and management resources.

•If our goodwill, other intangible assets, or fixed assets become impaired, we may be required to record a charge to earnings.

•If our estimates relating to our accounting policies prove to be incorrect, our results of operations could be harmed.

•Our disclosure controls and procedures may not prevent or detect all acts of fraud.

•Our business could be negatively impacted by the effects of global climate change or the increasing scrutiny and evolving expectations with respect to our environment, social and governance practices.

•We are exposed to political and country risks inherent in conducting business globally and in certain regions.

•Failure to adopt new technologies like artificial intelligence could expose us to risks.

•Unauthorized sales of our products could harm our reputation.

Legal, Regulatory and Compliance Risks Related to Our Business

•We may become involved in legal or regulatory proceedings, including intellectual property claims or lawsuits that could cause us to incur significant costs or that could prohibit us from selling our products.

•We are subject to environmental, health and safety laws and regulations as well as privacy laws, regulations, and standards, which could subject us to liabilities, increase costs or restrict operations in the future.

•Our insurance policies may not provide adequate levels of coverage against all claims, and we may incur losses that are not covered by our insurance.

Risks Related to Ownership of Our Securities

•Certain of our stockholders, including Holley Parent Holdings, LLC (the “Holley Stockholder”) and the Empower Sponsor Holdings LLC (the “Sponsor”) (together with its affiliates), may have conflicts of interest with other stockholders and may limit your ability to influence corporate matters.

•Warrants are exercisable for Common Stock, which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

•The Warrants may never be in the money, they may expire worthless, or the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding Warrants approve of such amendment.

•The market price and trading volume of Common Stock and Warrants may be volatile.

•Reports published by analysts could adversely affect the market price and trading volume of Common Stock and Warrants.

•Future sales of Common Stock and Warrants in the public market could cause our stock price to fall.

•We may redeem unexpired Warrants to their exercise at a time that is disadvantageous to the Warrant holders, thereby making the Warrants worthless.