Houlihan Lokey (NYSE: HLI) revises voting trust on control and employee share rules

Rhea-AI Filing Summary

Houlihan Lokey, Inc. entered into an amended and restated voting trust agreement with designated trustees on December 30, 2025. This agreement replaces the prior 2015 voting trust arrangements for Class B common stock and updates how long the trust lasts and how it votes shares.

The revised agreement now ends on the earliest of an agreed written termination, 10 years after the date all Class B common stock automatically converts into Class A common stock, or when the trust holds less than 5% of the company’s total outstanding common stock. After that conversion date, if the trust holds more than 30% of outstanding common stock, any such excess shares must be voted in the same proportion as all other stockholders on any proposal.

The agreement also permits former employees who have not worked at the company for at least 12 months to have their shares released from the trust after the conversion date, and broadens situations where employees may withdraw shares for certain pledging, hedging, monetization or similar transactions, if allowed by the insider trading policy. Because some directors are trustees and trust participants, a Special Committee of disinterested directors reviewed and unanimously approved the new agreement.

Insights

Corporate governance analyst

Houlihan Lokey refines its long‑standing voting trust, adding sunset, proportional voting, and employee flexibility features.

Houlihan Lokey, Inc. has amended and restated its voting trust structure originally tied to Class B common stock. The new terms specify that the trust terminates by written agreement, when it falls below 5% of total outstanding common stock, or 10 years after the date when all Class B shares convert into Class A under the charter. This clarifies the long‑term horizon for concentrated voting arrangements connected to legacy Class B holdings.

After the final conversion date, if the trust holds more than 30% of total outstanding common stock, any such excess shares must be voted in the same proportion as all other stockholders on any proposal. This proportional voting requirement limits the possibility that a large block held in trust could determine outcomes in a way that diverges from the broader shareholder base.

The agreement also adds flexibility for equity holders. Former employees who have not been employed for at least 12 months may have their shares released from the trust after the conversion date, and employees may withdraw shares in connection with specified pledging, hedging, monetization or similar transactions, to the extent permitted by the insider trading policy. A Special Committee of disinterested directors, advised by independent advisors and management, unanimously approved the revised terms, indicating a focused governance review of potential conflicts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

December 30, 2025

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-37537		95-2770395
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10250 Constellation Blvd.

5th Floor

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

310-553-8871

Registrant’s telephone number, including area code:

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001		HLI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2025, Houlihan Lokey, Inc. (the “Company”) entered into an amended and restated voting trust agreement (the “A&R Voting Trust Agreement”), by and among the Company and the trustees named therein (collectively, the “Trustees”). The A&R Voting Trust Agreement amends and restates in its entirety that certain Voting Trust Agreement dated August 18, 2015, by and among the Company, certain holders of shares of Class B common stock and the initial trustees party thereto, as amended by that certain Amendment No. 1 dated August 28, 2015, and that certain Amendment No. 2 dated October 18, 2018.

The A&R Voting Trust Agreement, among other things, revises the termination provisions to provide that the A&R Voting Trust Agreement shall terminate on the earliest of (i) the written agreement of the Company and the Trustees, (ii) 10 years after the date (the “Final Conversion Date”) on which all of the Company’s issued Class B common stock automatically converts into Class A common stock pursuant to the Company’s charter or (iii) at such time as the trust holds less than 5% of the Company’s total outstanding shares of common stock.

The A&R Voting Trust Agreement also adds a requirement that, if, at any time after the Final Conversion Date, to the extent that the trust holds more than 30% of the Company’s total outstanding shares of common stock (any such shares, “Excess Shares”), the trustees shall vote the Excess Shares, on any proposal submitted to the stockholders of the Company, in the same proportion as the shares held by all other stockholders are voted on any such proposal.

The A&R Voting Trust Agreement also adds a provision allowing former employees who have not been employed by the Company for at least 12 months to have their shares released from the trust after the Final Conversion Date. In addition, the A&R Voting Trust Agreement expands the circumstances under which employees are permitted to withdraw shares from the trust to include withdrawals made in connection with certain pledging, hedging, monetization, or other similar transactions to the extent permitted by the Company’s insider trading policy.

In light of the fact that certain members of the Board of Directors of the Company (the “Board”) are Trustees and certain members of the Board hold Class B common stock subject to the A&R Voting Trust Agreement, the Board established a Special Committee of the Board consisting of “disinterested directors” (as defined in Section 144(e)(4) of the Delaware General Corporation Law) (the “Special Committee”) to consider, review, evaluate, negotiate and determine the advisability of, as well as to accept or reject or to approve the execution and delivery of, the A&R Voting Trust Agreement. After considering various factors, receiving advice and reports from independent advisors and members of Company management, and evaluating the material terms and conditions of the A&R Voting Trust Agreement and related matters, the Special Committee unanimously approved the A&R Voting Trust Agreement and authorized the officers of the Company to enter into the A&R Voting Trust Agreement.

The foregoing description of the A&R Voting Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Voting Trust Agreement, a copy of which is filed herewith as Exhibit 9.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
9.1		Amended and Restated Voting Trust Agreement, dated as of December 30, 2025 by and among the Company and the Trustees.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOULIHAN LOKEY, INC.
By:		/s/ J. Lindsey Alley
Name:		J. Lindsey Alley
Title:		Chief Financial Officer

Date: December 30, 2025

FAQ

What corporate change did Houlihan Lokey (HLI) disclose regarding its voting trust?

Houlihan Lokey, Inc. entered into an amended and restated voting trust agreement on December 30, 2025. This agreement replaces the 2015 voting trust arrangements for Class B common stock and updates termination, voting, and share withdrawal provisions for shares held in the trust.

How long will Houlihan Lokeys amended voting trust remain in effect?

The amended voting trust will terminate on the earliest of: (i) a written agreement between the company and the trustees, (ii) 10 years after the date when all Class B common stock automatically converts into Class A common stock, or (iii) when the trust holds less than 5% of Houlihan Lokeys total outstanding shares of common stock.

How are large share blocks in the Houlihan Lokey trust required to be voted?

After the date when all Class B common stock converts into Class A common stock, if the trust holds more than 30% of Houlihan Lokeys total outstanding common stock, the trustees must vote those Excess Shares on any stockholder proposal in the same proportion as all other stockholders vote on that proposal.

What new withdrawal rights do Houlihan Lokey employees and former employees have under the voting trust?

The amended agreement allows former employees who have not been employed by the company for at least 12 months to have their shares released from the trust after the final conversion date. It also broadens permitted withdrawals for current employees to include certain pledging, hedging, monetization, or similar transactions, as long as these are permitted by the companys insider trading policy.

Who reviewed and approved the amended voting trust at Houlihan Lokey (HLI)?

Because some Board members are trustees and hold Class B common stock in the trust, Houlihan Lokeys Board formed a Special Committee of disinterested directors. After reviewing advice from independent advisors and management and evaluating the material terms, this Special Committee unanimously approved the amended and restated voting trust agreement.

Does the amended voting trust affect Houlihan Lokeys common stock classes?

The agreement is tied to the date when all of Houlihan Lokeys issued Class B common stock automatically converts into Class A common stock under the charter. Key provisions, including the 10-year termination horizon and voting requirements for large trust holdings, are measured from this conversion date.