Houlihan Lokey (HLI) CEO uses 11,093 shares for tax withholding via voting trust

Rhea-AI Filing Summary

Houlihan Lokey CEO Scott Joseph Adelson, through the HL Voting Trust, reported a tax-withholding disposition of 11,093 shares of Class B Common Stock on May 15, 2026. The shares were valued at $150.35 per share and were withheld to cover taxes upon vesting of awards.

Following this non-market transaction, indirect holdings held via the HL Voting Trust totaled 867,828 shares. The Class B Common Stock 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 Adelson Scott Joseph

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	CLASS B COMMON STOCK	11,093	$150.35	$1.67M

Holdings After Transaction: CLASS B COMMON STOCK — 867,828 shares (Indirect, BY HL VOTING 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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan. The reporting person is a trustee of the HL Voting Trust (the "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 pecuniary interest in and investment control over the shares reported herein.

Key Figures

Tax-withholding shares: 11,093 shares Per-share value: $150.35 per share Post-transaction holdings: 867,828 shares +1 more

4 metrics

Tax-withholding shares 11,093 shares Class B Common Stock used for tax withholding on May 15, 2026

Per-share value $150.35 per share Value applied to shares withheld for tax obligations

Post-transaction holdings 867,828 shares Indirect Class B Common Stock held via HL Voting Trust after transaction

Conversion ratio 1 Class B share = 1 Class A share Class B Common Stock convertible into Class A Common Stock

Key Terms

tax-withholding disposition, HL Voting Trust, Class B Common Stock, Final Conversion Dates, +1 more

5 terms

tax-withholding disposition financial

"Represents shares withheld to cover taxes upon the vesting of existing awards"

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.

HL Voting Trust financial

"The reporting person is a trustee of the HL Voting Trust"

Class B Common Stock financial

"Class B Common Stock is convertible into Class A 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.

Final Conversion Dates regulatory

"automatically upon the Final Conversion Dates as defined in the Registration Statement"

2016 Incentive Award Plan financial

"vesting of existing awards under the Issuer's 2016 Incentive Award Plan"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/19/2026 - 04:32 PM Accepted by SEC EDGAR 05/19/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What insider transaction did HLI CEO Scott Joseph Adelson report?

Scott Joseph Adelson reported a tax-withholding disposition of 11,093 shares of Class B Common Stock. These shares were withheld to cover taxes due upon vesting of existing equity awards under Houlihan Lokey’s 2016 Incentive Award Plan.

Was the HLI Form 4 transaction a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were delivered to satisfy tax obligations arising from vesting awards, meaning no discretionary sale into the market occurred in this transaction.

How many Houlihan Lokey shares were involved in the tax withholding?

The filing reports 11,093 shares of Class B Common Stock were used for tax withholding. The transaction price per share was reported as $150.35, reflecting the value applied for covering the related tax liability on vesting.

What are Scott Joseph Adelson’s holdings after this HLI transaction?

After the reported transaction, indirect holdings totaled 867,828 shares of Class B Common Stock. These shares are held through the HL Voting Trust, where Adelson serves as a trustee with pecuniary interest and investment control over the reported shares.

How is HLI Class B Common Stock treated relative to Class A shares?

HLI’s Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. Conversion can occur at the holder’s option, upon any transfer, and automatically upon specified Final Conversion Dates described in the company’s registration statement.

What plan triggered the tax-withholding disposition at Houlihan Lokey?

The tax-withholding disposition resulted from vesting of awards under Houlihan Lokey’s 2016 Incentive Award Plan. When these equity awards vested, shares were withheld to pay associated tax liabilities, leading to the reported disposition on the Form 4.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
			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)	05/15/2026		F			11,093(2)	(1)	(1)	CLASS A COMMON STOCK	11,093	$150.35	867,828	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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan.

3. The reporting person is a trustee of the HL Voting Trust (the "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 pecuniary interest in and investment control over the shares reported herein.

Remarks:

	/s/ J. Lindsey Alley, Attorney-in-Fact for Scott J. Adelson	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)