Houlihan Lokey Insider Form 4: Adelson Shifts 57k Shares, Keeps Control

Rhea-AI Filing Summary

Houlihan Lokey (HLI) – Form 4 filed 08 Aug 2025

CEO & Director Scott J. Adelson reported an internal, zero-cost transfer of 57,200 Class B shares on 05 Aug 2025. The shares were moved from Adelson’s direct holding to a revocable family trust (Form 4 codes Z & G – exempt/non-open-market). Class B shares are convertible into Class A on a 1-for-1 basis and carry no expiration date. The shares remain subject to the HL Voting Trust, so voting control is unchanged.

Post-transaction beneficial ownership

• Direct: 57,200 Class B (derivative on 57,200 Class A)
• Indirect – Revocable trust: 57,200 Class B
• Indirect – HL Voting Trust: 878,921 Class B

No shares were sold or purchased in the open market and no consideration was received, indicating no immediate economic impact on Adelson’s exposure or on public float. The filing is largely administrative and does not signal a change in insider sentiment.

Insights

Securities Analyst

TL;DR: Administrative transfer; no open-market activity; neutral for investors.

The Form 4 shows Scott Adelson shifting 57,200 Class B shares into a family revocable trust at zero value. Because Class B converts 1:1 to Class A and remains under the HL Voting Trust, both economic and voting interests stay intact. There is no sale pressure, no cash proceeds, and no change in total insider ownership. Such estate-planning moves are routine and carry minimal market significance. Investors should view the filing as neutral; it neither signals confidence nor concern about HLI’s prospects.

Insider Trade Summary

57,200 shares gifted

Mixed 3 txns

Insider Adelson Scott Joseph

Role CEO

Type	Security	Shares	Price	Value
Z	CLASS B COMMON STOCK	57,200	$0.00	--
Gift	CLASS B COMMON STOCK	57,200	$0.00	--
Z	CLASS B COMMON STOCK	57,200	$0.00	--

Holdings After Transaction: CLASS B COMMON STOCK — 57,200 shares (Direct); CLASS B COMMON STOCK — 57,200 shares (Indirect, BY REVOCABLE TRUST)

Footnotes (1)

1. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, upon any transfer and automatically upon the Final Conversion Dates (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333-205610) concerning the Issuer's initial public offering). The Class B Common Stock has no expiration date. On August 5, 2025, the reporting person transferred 57,200 shares of Class B common stock to a revocable trust for the benefit of a family member for which the reporting person is a co-trustee and continues to beneficially own the shares held in the revocable trust. No value was received for the transferred shares. The shares remained subject to the HL Voting Trust (the "Voting Trust"). The reporting person is a trustee of the HL Voting Trust. The trustees of the Voting Trust have shared voting control over the shares deposited into the Voting Trust. The reporting person has a direct and indirect pecuniary interest in and investment control over the shares reported herein. All reported direct and indirect shares are held indirectly by the Voting Trust

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Adelson Scott Joseph

(Last) (First) (Middle)

C/O HOULIHAN LOKEY, INC.

10250 CONSTELLATION BLVD., 5TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOULIHAN LOKEY, INC. [ HLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
CLASS B COMMON STOCK	(1)	08/05/2025		Z		57,200(2)		(1)	(1)	CLASS A COMMON STOCK	57,200	$0	57,200	D
CLASS B COMMON STOCK	(1)	08/05/2025		G			57,200(2)	(1)	(1)	CLASS A COMMON STOCK	57,200	$0	57,200	I(3)	BY REVOCABLE TRUST
CLASS B COMMON STOCK	(1)	08/05/2025		Z			57,200(2)	(1)	(1)	CLASS A COMMON STOCK	57,200	$0	878,921	I(3)	BY HL VOTING TRUST

Explanation of Responses:

1. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, upon any transfer and automatically upon the Final Conversion Dates (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333-205610) concerning the Issuer's initial public offering). The Class B Common Stock has no expiration date.

2. On August 5, 2025, the reporting person transferred 57,200 shares of Class B common stock to a revocable trust for the benefit of a family member for which the reporting person is a co-trustee and continues to beneficially own the shares held in the revocable trust. No value was received for the transferred shares. The shares remained subject to the HL Voting Trust (the "Voting Trust").

3. The reporting person is a trustee of the HL Voting Trust. The trustees of the Voting Trust have shared voting control over the shares deposited into the Voting Trust. The reporting person has a direct and indirect pecuniary interest in and investment control over the shares reported herein. All reported direct and indirect shares are held indirectly by the Voting Trust

Remarks:

	/s/ J. Lindsey Alley, Attorney-in-Fact for Scott J. Adelson	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Houlihan Lokey (HLI) shares did CEO Scott Adelson transfer?

57,200 Class B shares were transferred on 05 Aug 2025.

Was the insider transaction a sale or purchase of HLI stock?

Neither. It was a zero-value transfer to a revocable trust; no shares were bought or sold in the market.

Does the transfer change Adelson’s voting control at Houlihan Lokey?

No. The shares remain inside the HL Voting Trust, so voting power is unchanged.

What is the conversion ratio of HLI Class B to Class A shares?

Class B converts to Class A on a one-for-one basis at the holder’s option or upon transfer.

How many HLI shares does Adelson beneficially own after the transaction?

He reports 993,321 Class B shares in total: 57,200 direct, 57,200 via revocable trust, and 878,921 via the HL Voting Trust.