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Houlihan Lokey (NYSE: HLI) CFO granted Class B and performance shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ALLEY J LINDSEY reported acquisition or exercise transactions in this Form 4 filing.

HOULIHAN LOKEY, INC. reported that Chief Financial Officer Lindsey J. Alley received equity awards and restructured part of her holdings. On May 21, 2026, she was granted 3,778 shares of Class B Common Stock that vest in four equal annual installments. She was also granted 3,322 performance shares of Class B Common Stock that vest over four years only if revenue growth goals are met, with unearned installments forfeited. The same day, 7,100 Class B shares were deposited into the HL Voting Trust, while she retains investment control and dispositive power. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis and has no expiration date.

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Insider ALLEY J LINDSEY
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award CLASS B COMMON STOCK 3,778 $0.00 --
Grant/Award CLASS B COMMON STOCK 3,322 $0.00 --
Z CLASS B COMMON STOCK 7,100 $0.00 --
Holdings After Transaction: CLASS B COMMON STOCK — 3,778 shares (Direct, null); CLASS B COMMON STOCK — 74,472 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 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. On May 21, 2026, the Issuer granted 3,778 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments following the grant date. On May 21, 2026, the Issuer granted 3,322 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 following the grant date 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. 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.
Voting trust deposit 7,100 shares Class B Common Stock deposited into HL Voting Trust
Time-based Class B grant 3,778 shares Grant on May 21, 2026 vesting in four annual installments
Performance share grant 3,322 shares Grant on May 21, 2026 with revenue growth performance conditions
Indirect Class B holdings 74,472 shares Indirect Class B Common Stock after voting trust deposit
Class B Common Stock financial
"Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder"
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
"underlying_security_title": "CLASS A COMMON STOCK""
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
"granted 3,778 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan"
performance shares financial
"granted 3,322 performance shares of Class B Common Stock to the reporting person"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
Voting Trust financial
"Represents shares of Class B Common Stock deposited into the HL Voting Trust"
A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.
Final Conversion Date financial
"automatically upon the Final Conversion Date (as defined in the Issuer's Registration Statement on Form S-1)"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
ALLEY J LINDSEY
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
CLASS B COMMON STOCK(1)05/21/2026A3,778(2) (1) (1)CLASS A COMMON STOCK3,778$03,778D
CLASS B COMMON STOCK(1)05/21/2026A3,322(3) (1) (1)CLASS A COMMON STOCK3,322$03,322D
CLASS B COMMON STOCK(1)05/21/2026Z7,100 (1) (1)CLASS A COMMON STOCK7,100$074,472I(4)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 May 21, 2026, the Issuer granted 3,778 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments following the grant date.
3. On May 21, 2026, the Issuer granted 3,322 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 following the grant date 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.
4. 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:
Lindsey Alley05/22/2026
** Signature of Reporting PersonDate
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 equity awards did HLI CFO Lindsey J. Alley receive in this Form 4?

Lindsey J. Alley received two equity awards: 3,778 shares of Class B Common Stock vesting in four equal annual installments and 3,322 performance shares of Class B Common Stock that vest over four years if specified revenue growth targets are achieved; otherwise, unearned installments are forfeited.

How do the performance shares granted to HLI CFO Lindsey Alley vest?

The 3,322 performance shares of Class B Common Stock vest in four equal annual installments only if certain revenue growth performance goals are met. If the criteria are not achieved on a vesting date, that annual installment of shares is forfeited and does not transfer to the executive.

What happened with the 7,100 Class B shares deposited into the HL Voting Trust?

A total of 7,100 shares of Class B Common Stock were deposited into the HL Voting Trust. Despite this deposit, Lindsey J. Alley retains investment control and dispositive power over those shares, meaning she still controls how they are managed and whether they are sold or held.

What are Lindsey Alley’s indirect Class B holdings after the voting trust transaction?

Following the deposit of 7,100 Class B shares into the HL Voting Trust, Lindsey J. Alley is shown as indirectly holding 74,472 shares of Class B Common Stock. These shares are held through the voting trust structure, over which she retains investment and dispositive control according to the disclosure.

Are the equity transactions in HLI’s Form 4 open-market buys or sells?

No open-market buys or sells are reported. The filing describes one restructuring transaction, depositing 7,100 Class B shares into the HL Voting Trust, and two grant or award acquisitions of Class B shares to Lindsey J. Alley as part of Houlihan Lokey’s 2016 Incentive Award Plan.