Houlihan Lokey Co‑Chairman Sells Class A, Buys Convertible Class B on 09/16/2025

Rhea-AI Filing Summary

Irwin N. Gold, identified as Co-Chairman and a 10% owner of Houlihan Lokey, Inc., reported transactions dated 09/16/2025. The filing shows a sale of 6,811 Class A common shares in open market transactions at a weighted average price of $202.75 per share (sales ranged from $202.50 to $203.04). Following those sales the reporting person held 0 direct Class A shares. On the same date the reporting person acquired 6,811 Class B common shares; Class B shares are convertible one-for-one into Class A shares. The filing also discloses indirect beneficial ownership of 1,071,385 Class A shares through the HL Voting Trust, where the reporting person is a trustee with shared voting control.

Positive

• Maintains indirect control: reporting person retains 1,071,385 Class A shares indirectly via the HL Voting Trust.
• Preserves economic exposure: acquired 6,811 Class B shares that are convertible one-for-one into Class A shares.

Negative

• Direct sale of shares: sold 6,811 Class A shares in open market at a weighted average of $202.75 per share.

Insights

Securities Analyst

TL;DR: Officer sold a small block of Class A shares and took an equivalent position in convertible Class B while retaining large indirect holdings.

The reported sale of 6,811 Class A shares at a weighted average of $202.75 reduces the reporting person’s direct Class A position to zero, while the simultaneous acquisition of 6,811 Class B shares preserves an economic exposure convertible one-for-one into Class A. The filing highlights continued control via the HL Voting Trust, which holds 1,071,385 Class A shares indirectly. From a market perspective this is a routine insider liquidity event paired with a structural shift from direct to convertible/indirect holdings; the filing shows no change in aggregate beneficial exposure disclosed here.

Corporate Governance Expert

TL;DR: Transaction preserves voting/control alignment through the Voting Trust despite a sale of direct shares.

The reporting person remains a trustee of the HL Voting Trust and retains shared voting control over a substantial indirect stake of 1,071,385 Class A shares. The conversion feature of Class B shares (one-for-one into Class A) means the insider shifted form of ownership rather than clearly reducing long-term economic or voting exposure disclosed in this filing. This maintains governance continuity while allowing for direct-share liquidity.

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

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)
09/16/2025

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	09/16/2025		C(1)		6,811	A	$0	6,811	D
CLASS A COMMON STOCK	09/16/2025		S		6,811	D	$202.75(2)	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)	09/16/2025		C			6,811	(1)	(1)	CLASS A COMMON STOCK	6,811	$0	0	D
CLASS B COMMON STOCK	(1)							(1)	(1)	CLASS A COMMON STOCK	1,071,385		1,071,385	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. Per share price reflects the weighted average price in a series of open market sales on September 16, 2025 at prices ranging from $202.50 per share to $203.04 per share. The reporting person undertakes to provide to Houlihan Lokey, Inc., and security holder of Houlihan Lokey, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range identified in this footnote.

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	09/17/2025
	** 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.
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FAQ

What did Irwin N. Gold report on Form 4 for HLI?

The filing reports a sale of 6,811 Class A shares and the acquisition of 6,811 Class B shares on 09/16/2025; it also discloses indirect ownership of 1,071,385 Class A shares via the HL Voting Trust.

At what price were the Class A shares sold by the reporting person (HLI)?

The weighted average sale price reported is $202.75 per share, with individual sale prices ranging from $202.50 to $203.04.

What is the conversion feature of the Class B shares reported?

The filing states Class B common stock is convertible one-for-one into Class A common stock at the holder’s option upon transfer and automatically on the Final Conversion Date.

Does the reporting person retain voting control after these transactions?

Yes; the reporting person is a trustee of the HL Voting Trust and has shared voting control over the shares deposited into the Voting Trust.

How many Class A shares does the reporting person beneficially own indirectly after the transaction?

The filing reports 1,071,385 Class A shares beneficially owned indirectly through the HL Voting Trust.