Houlihan Lokey (HLI) files supplement for resale of acquisition-related Class A stock
Rhea-AI Filing Summary
Houlihan Lokey, Inc. filed a prospectus supplement covering the potential resale from time to time of up to 255,422 shares of Class A common stock issuable upon conversion of an equal number of Class B shares held by former Waller Helms Advisors LLC members, and up to 109,656 shares of Class A common stock issuable upon conversion of Class B shares held by former members of 7 Mile Advisors, LLC. These shares arise from consideration and related instruments issued in the December 2024 Waller Helms acquisition and the December 2023 7MA acquisition, including performance-based issuances and convertible note conversions. All securities were previously registered for resale under an earlier Form S-3 that has been replaced by a new Form S-3 filed on August 10, 2026.
Positive
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Negative
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Filing Explained
On August 13, the company reported a prospectus supplement covering potential resale by former Waller Helms and 7 Mile Advisors holders. The disclosure creates registered resale capacity, not a completed sale: the filing does not report that the shares were sold, and the company receives no proceeds from selling-securityholder resales.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Waller Helms-related Class A shares: 255,422 shares
7MA-related Class A shares: 109,656 shares
7MA closing and performance tranche: 82,353 shares
+3 more
6 metrics
Waller Helms-related Class A shares
255,422 shares
Class A common stock issuable upon conversion of a like number of Class B shares held by former Waller Helms Advisors LLC members
7MA-related Class A shares
109,656 shares
Class A common stock issuable upon conversion of a like number of Class B shares held by former 7 Mile Advisors, LLC members
7MA closing and performance tranche
82,353 shares
Class A shares issuable upon conversion of Class B issued on December 11, 2023 and January 27, 2026
7MA convertible notes conversion tranche
27,303 shares
Class A shares issuable upon conversion of Class B issued on December 26, 2025 from conversion of a portion of convertible notes
Prior Form S-3 file date
August 11, 2023
Date of earlier Registration Statement on Form S-3 (File No. 333-273952) covering these resales
New Form S-3 file date
August 10, 2026
Date of replacement Registration Statement on Form S-3 (File No. 333-298200)
Key Terms
prospectus supplement, Registration Statement on Form S-3, Class B common stock, convertible notes, +1 more
5 terms
prospectus supplement regulatory
"filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Registration Statement on Form S-3 regulatory
"previously registered for resale under a prior Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Class B common stock financial
"Class A common stock issuable upon conversion of a like number of shares of the Company’s Class B common stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
convertible notes financial
"issued on December 26, 2025 upon the conversion of a portion of the convertible notes issued to the 7MA Sellers"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
resale financial
"relating to the potential resale from time to time of (i) some or all of 255,422 shares"
Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.
FAQ
Who are the selling stockholders in Houlihan Lokey (HLI)'s latest resale registration?
The selling stockholders are former members of Waller Helms Advisors LLC and 7 Mile Advisors, LLC, or their permitted transferees, who received Houlihan Lokey equity and related instruments as part of acquisition consideration and post-closing performance arrangements.
Did Houlihan Lokey (HLI) change its underlying shelf registration for these resales?
Yes. These resale securities were previously registered under a Form S-3 filed on August 11, 2023. That registration has been replaced by a new Form S-3 filed on August 10, 2026, which now provides the base for the prospectus supplement.
What legal opinions support Houlihan Lokey (HLI)'s registered resales?
An opinion from Latham & Watkins LLP addressing certain Delaware law issues regarding the Class A shares that may be offered and sold under the prospectus supplement is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1.
AI-generated analysis. How Rhea-AI works. Not financial advice.
