Houlihan Lokey grants Bhandari 8,113-share award

The awards carry staggered vesting schedules; the performance shares depend on revenue-growth goals and are subject to forfeiture if those goals are unmet.

Available on EDGAR 11/09/2026 - 08:48 PM EST Accepted by SEC EDGAR 11/09/2026 - 08:47 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Houlihan Lokey, Inc. (HLI) Chief Legal Officer and Secretary Prabha S. Bhandari received direct awards on November 5, 2026, of 3,245 and 8,113 shares of Class B common stock, plus 1,622 performance shares, under the 2016 Incentive Award Plan. The 3,245-share award vests in four equal annual installments on May 15, 2027, 2028, 2029, and 2030; the 8,113-share award vests in two equal annual installments on May 15, 2027 and 2028. Both are subject to continued service. The performance shares vest in four equal annual installments on those 2027–2030 dates if revenue-growth goals are achieved; installments are forfeited if the criteria are not achieved. Separately, 12,980 shares were deposited into the HL Voting Trust, and Bhandari retains investment control and dispositive power over them.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Bhandari Prabha S

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock F1, F2	3,245	$0.00	$0.00
Grant/Award	Class B Common Stock F1, F3	8,113	$0.00	$0.00
Grant/Award	Class B Common Stock F1, F4	1,622	$0.00	$0.00
Voting Trust	Class B Common Stock F1, F5	12,980	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 12,980 shares (Direct); Class B Common Stock — 12,980 shares (Indirect, By HL Voting Trust)

Footnotes (5)

1. F1. 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. F2. On November 5, 2026, the Issuer granted 3,245 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030, subject to continued service.
3. F3. On November 5, 2026, the Issuer granted 8,113 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in two equal annual installments on May 15, 2027 and 2028, subject to continued service.
4. F4. On November 5, 2026, the Issuer granted 1,622 performance shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030 if certain performance goals based upon revenue growth are achieved. If on vesting date such performance criteria are not achieved, the annual installment of shares will be forfeited.
5. F5. Represents shares of Class B Common Stock deposited into 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

Class B award: 3,245 shares Class B award: 8,113 shares Performance shares: 1,622 shares +1 more

4 metrics

Class B award 3,245 shares Granted November 5, 2026; vests in four equal annual installments, subject to continued service

Class B award 8,113 shares Granted November 5, 2026; vests in two equal annual installments, subject to continued service

Performance shares 1,622 shares Granted November 5, 2026; vesting depends on revenue-growth goals

Shares deposited into HL Voting Trust 12,980 shares Reported position following the November 5, 2026 transaction

Key Terms

Class B Common Stock, Final Conversion Date, 2016 Incentive Award Plan, HL Voting Trust

4 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.

Final Conversion Date financial

"automatically upon the Final Conversion Date"

2016 Incentive Award Plan financial

"pursuant to its 2016 Incentive Award Plan"

HL Voting Trust financial

"shares of Class B Common Stock deposited into the HL Voting Trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does HLI Class B stock convert into Class A?

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. Class B common stock has no expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Bhandari Prabha S

(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)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2026

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)	11/05/2026		A		3,245(2)		(2)	(1)	Class A Common Stock	3,245	$0	3,245	D
Class B Common Stock	(1)	11/05/2026		A		8,113(3)		(3)	(1)	Class A Common Stock	8,113	$0	8,113	D
Class B Common Stock	(1)	11/05/2026		A		1,622(4)		(4)	(1)	Class A Common Stock	1,622	$0	1,622	D
Class B Common Stock	(1)	11/05/2026		Z			12,980	(1)	(1)	Class A Common Stock	12,980	$0	12,980	I(5)	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 November 5, 2026, the Issuer granted 3,245 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030, subject to continued service.

3. On November 5, 2026, the Issuer granted 8,113 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in two equal annual installments on May 15, 2027 and 2028, subject to continued service.

4. On November 5, 2026, the Issuer granted 1,622 performance shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030 if certain performance goals based upon revenue growth are achieved. If on vesting date such performance criteria are not achieved, the annual installment of shares will be forfeited.

5. Represents shares of Class B Common Stock deposited into 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:

CHIEF LEGAL OFFICER & SECRETARY

	/s/ Prabha S. Bhandari	11/09/2026
	** 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)