Houlihan Lokey (NYSE: HLI) insider converts Class B, donates 5,000 shares

Rhea-AI Filing Summary

Houlihan Lokey, Inc. insider activity: Co-chairman, director and 10% owner Irwin N. Gold reported a share conversion and charitable donation. On December 5, 2025, he converted 5,000 shares of Class B Common Stock into 5,000 shares of Class A Common Stock at an exercise price of $0, reflecting the one-for-one convertibility of Class B into Class A shares.

That same day, he made a charitable donation of 5,000 shares of Class A Common Stock, receiving no value for the shares, which reduced his directly held Class A position to 0 shares. Separately, the filing shows 1,066,385 shares of Class A Common Stock held indirectly through the HL Voting Trust, where Gold is a trustee with shared voting control and a pecuniary interest.

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^*

GOLD IRWIN

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CO-CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
CLASS A COMMON STOCK	12/05/2025		C(1)		5,000	A	$0	5,000	D
CLASS A COMMON STOCK	12/05/2025		G		5,000(2)	D	$0	0	D

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)	12/05/2025		C			5,000	(1)	(1)	CLASS A COMMON STOCK	5,000	$0	0	D
CLASS B COMMON STOCK	(1)							(1)	(1)	CLASS A COMMON STOCK	1,066,385		1,066,385	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. On December 5, 2025, the reporting person made a charitable donation of 5,000 shares of Class A Common Stock. No value was received for the donated shares.

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 Irwin N. Gold	12/08/2025
	** 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

What insider transaction did HLI co-chairman Irwin N. Gold report?

Irwin N. Gold reported converting 5,000 shares of Class B Common Stock into 5,000 shares of Class A Common Stock on December 5, 2025, and then donating those 5,000 Class A shares to charity at $0 consideration.

How many Houlihan Lokey (HLI) shares did the insider donate?

On December 5, 2025, the reporting person made a charitable donation of 5,000 shares of Class A Common Stock in Houlihan Lokey, Inc., and received no value for the donated shares.

What is the conversion rate between HLI Class B and Class A Common Stock?

The filing states that 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.

How many Houlihan Lokey (HLI) shares does Irwin N. Gold hold indirectly?

The report shows that 1,066,385 shares of Class A Common Stock are held indirectly through the HL Voting Trust, where the reporting person is a trustee with shared voting control and a pecuniary interest.

What is Irwin N. Gold’s relationship to Houlihan Lokey (HLI)?

According to the filing, Irwin N. Gold is a Director, a 10% Owner, and an Officer of Houlihan Lokey, Inc., serving as Co-Chairman.

Did Irwin N. Gold retain any directly held Class A shares of HLI after the reported transactions?

No. After acquiring and then donating 5,000 Class A Common Stock shares on December 5, 2025, his directly held Class A balance reported in the form is 0 shares. His remaining exposure is through the HL Voting Trust.