Houlihan Lokey (HLI) general counsel reports 2,107-share tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Houlihan Lokey General Counsel Christopher M. Crain reported a tax-related share disposition. On this Form 4, 2,107 shares of Class B common stock were withheld at a price of $150.35 per share to cover taxes upon vesting of existing awards under the 2016 Incentive Award Plan.

The shares are held indirectly through the HL Voting Trust, over which Crain retains investment control and dispositive power. After this tax-withholding transaction, he indirectly holds 49,131 shares of Class B common stock, which is convertible into Class A common stock on a one-for-one basis and has no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CRAIN CHRISTOPHER M

Role GENERAL COUNSEL

Type	Security	Shares	Price	Value
Tax Withholding	CLASS B COMMON STOCK	2,107	$150.35	$317K

Holdings After Transaction: CLASS B COMMON STOCK — 49,131 shares (Indirect, BY HL VOTING TRUST)

Footnotes (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 Date (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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan. The shares are held by the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust.

Key Figures

Shares withheld for taxes: 2,107 shares Withholding price per share: $150.35/share Shares held after transaction: 49,131 shares +1 more

4 metrics

Shares withheld for taxes 2,107 shares Tax-withholding disposition on Class B common stock

Withholding price per share $150.35/share Value used for tax-withholding disposition

Shares held after transaction 49,131 shares Indirect Class B common stock holdings via HL Voting Trust

Underlying Class A shares 2,107 shares Underlying Class A common stock linked to the derivative entry

Key Terms

Class B common stock, Class A Common Stock, 2016 Incentive Award Plan, HL Voting Trust, +1 more

5 terms

Class B common stock financial

"Class B common Stock is convertible into Class A Common Stock on a one-for-one basis"

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.

Class A Common Stock financial

"convertible into Class A Common Stock on a one-for-one basis at the option of the holder"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

2016 Incentive Award Plan financial

"Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan"

HL Voting Trust financial

"The shares are held by the HL Voting Trust (the "Voting Trust")"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:32 PM

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^*

CRAIN CHRISTOPHER M

(Last)

(First)

(Middle)

C/O HOULIHAN LOKEY, INC.

10250 CONSTELLATION BLVD., 5TH FLOOR

(Street)

LOS ANGELES

CALIFORNIA

90067

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS B COMMON STOCK	⁽¹⁾	05/19/2026		F			2,107⁽²⁾	⁽¹⁾	⁽¹⁾	CLASS A COMMON STOCK	2,107	$150.35	49,131	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 Date (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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan.

3. The shares are held by the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust.

Remarks:

	/s/ J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Houlihan Lokey (HLI) report for Christopher M. Crain?

Houlihan Lokey reported that General Counsel Christopher M. Crain had 2,107 shares of Class B common stock withheld to cover tax obligations on vested awards. This was a tax-withholding disposition, not an open-market purchase or sale, and reflects routine compensation-related activity.

How many Houlihan Lokey (HLI) shares does Christopher M. Crain hold after this Form 4?

Following the reported transaction, Christopher M. Crain indirectly holds 49,131 shares of Houlihan Lokey Class B common stock. These shares are held through the HL Voting Trust, where he retains investment control and dispositive power as disclosed in the Form 4 footnotes.

Was the Houlihan Lokey (HLI) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It was coded “F,” indicating shares were withheld to satisfy tax liabilities upon vesting of existing awards under the 2016 Incentive Award Plan, a common non-market compensation-related event.

How are Houlihan Lokey (HLI) Class B shares treated in this insider filing?

The filing states Class B common stock is convertible into Class A common stock on a one-for-one basis at the holder’s option, upon any transfer, and automatically upon the Final Conversion Date. The Class B common stock has no expiration date according to the described terms.

Who technically holds the Houlihan Lokey (HLI) shares reported in this Form 4?

The shares are held by the HL Voting Trust. However, the Form 4 explains that Christopher M. Crain retains investment control and dispositive power over the shares deposited into the Voting Trust, so the holdings are reported as indirect ownership through that entity.