How do the performance share grants for HLI CEO Scott Adelson vest?

The 3,322 performance shares of Class B Common Stock vest in four equal annual installments. Vesting requires certain revenue growth performance goals to be achieved; if the criteria are not met on a vesting date, the related annual installment of shares is forfeited.

What is the vesting schedule for Scott Adelson’s 13,952-share Class B award at HLI?

The 13,952-share Class B Common Stock award vests in four equal annual installments following the May 21, 2026 grant date. These shares were granted under the company’s 2016 Incentive Award Plan as part of the CEO’s equity-based compensation package.

HLI CEO gets equity grants and voting trust change

Adelson Scott Joseph reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Adelson Scott Joseph reported acquisition or exercise transactions in this Form 4 filing.

Houlihan Lokey CEO Scott Adelson reported equity awards and a voting trust transaction. He received 13,952 shares of Class B Common Stock under the 2016 Incentive Award Plan, vesting in four equal annual installments following the grant date.

He was also granted 3,322 performance shares of Class B Common Stock that vest over four years if revenue-growth performance goals are met, with unearned installments forfeited. Separately, 17,274 shares of Class B Common Stock were moved in a voting trust transaction, leaving 885,102 shares of this class held indirectly through the HL Voting Trust. Class B is convertible into Class A Common Stock on a one-for-one basis and has no expiration date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Adelson Scott Joseph

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	CLASS B COMMON STOCK	13,952	$0.00	$0.00
Grant/Award	CLASS B COMMON STOCK	3,322	$0.00	$0.00
Voting Trust	CLASS B COMMON STOCK	17,274	$0.00	$0.00

Holdings After Transaction: CLASS B COMMON STOCK — 17,274 contracts (Direct); CLASS B COMMON STOCK — 885,102 contracts (Indirect, BY HL VOTING TRUST)

Footnotes (4)

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 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.
F2. On May 21, 2026, the Issuer granted 13,952 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.
F3. 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.
F4. 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

Time-based Class B award: 13,952 shares Performance share award: 3,322 shares Voting trust transaction size: 17,274 shares +2 more

5 metrics

Time-based Class B award 13,952 shares Granted May 21, 2026 under 2016 Incentive Award Plan

Performance share award 3,322 shares Performance-based Class B grant vesting over four years

Voting trust transaction size 17,274 shares Class B Common Stock voting trust transaction on May 21, 2026

Indirect Class B holdings 885,102 shares Class B Common Stock held indirectly via HL Voting Trust after transaction

Time-based vesting period 4 annual installments Both awards vest in four equal annual installments

Key Terms

voting trust, performance shares, 2016 Incentive Award Plan, pecuniary interest, +1 more

5 terms

voting trust financial

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

performance shares financial

"the Issuer 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.

2016 Incentive Award Plan financial

"pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments"

pecuniary interest financial

"The reporting person has a pecuniary interest in and investment control over the shares reported herein."

Final Conversion Dates financial

"automatically upon the Final Conversion Dates (as defined in the Issuer's Registration Statement on Form S-1"

FAQ

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

What equity awards did HLI CEO Scott Adelson receive in this Form 4?

Scott Adelson received 13,952 shares of Class B Common Stock and 3,322 performance shares. Both awards were granted under Houlihan Lokey’s 2016 Incentive Award Plan and vest in four equal annual installments following the grant date, subject to conditions.

What does the voting trust transaction in HLI’s Form 4 represent?

The filing reports a 17,274-share voting trust transaction involving Class B Common Stock held indirectly through the HL Voting Trust. The reporting person is a trustee, shares voting control with other trustees, and has a pecuniary interest in and investment control over the reported shares.

How many Class B shares does Scott Adelson hold indirectly after this Form 4?

After the voting trust transaction, 885,102 shares of Class B Common Stock are reported as held indirectly through the HL Voting Trust. The reporting person is a trustee of the trust and has a pecuniary interest in and investment control over the shares reported in the filing.

Can HLI Class B Common Stock be converted into Class A Common Stock?

Yes. 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 the Final Conversion Dates described in the company’s initial public offering registration statement.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/22/2026 - 04:19 PM

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)
05/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CLASS B COMMON STOCK	⁽¹⁾	05/21/2026		A		13,952⁽²⁾		⁽¹⁾	⁽¹⁾	CLASS A COMMON STOCK	13,952	$0	13,952	D
CLASS B COMMON STOCK	⁽¹⁾	05/21/2026		A		3,322⁽³⁾		⁽¹⁾	⁽¹⁾	CLASS A COMMON STOCK	3,322	$0	3,322	D
CLASS B COMMON STOCK	⁽¹⁾	05/21/2026⁽¹⁾		Z			17,274	⁽¹⁾	⁽¹⁾	CLASS A COMMON STOCK	17,274	$0	885,102	I⁽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 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. On May 21, 2026, the Issuer granted 13,952 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. 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	05/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR