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Houlihan Lokey (NYSE: HLI) GC awarded 3,197 Class B shares, uses voting trust

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

Rhea-AI Filing Summary

CRAIN CHRISTOPHER M reported acquisition or exercise transactions in this Form 4 filing.

Houlihan Lokey’s General Counsel Christopher M. Crain reported an equity award and a voting trust transaction involving the company’s Class B Common Stock. He received a grant of 3,197 shares of Class B Common Stock under the 2016 Incentive Award Plan, which vest in four equal annual installments following the grant date. Separately, 3,197 shares of Class B Common Stock were deposited into the HL Voting Trust, where he retains investment control and dispositive power, bringing the Voting Trust’s holdings to 52,328 shares of Class B Common Stock.

Positive

  • None.

Negative

  • None.

Insights

Routine equity grant and voting trust move with no buy/sell signal.

The filing shows a 3,197-share Class B Common Stock grant to General Counsel Christopher M. Crain under Houlihan Lokey’s 2016 Incentive Award Plan, vesting in four equal annual installments. This is standard stock-based compensation, not an open-market purchase.

It also records a deposit of 3,197 shares of Class B Common Stock into the HL Voting Trust, which already holds 52,328 shares after the transaction. Crain retains investment control and dispositive power, indicating this is an organizational voting arrangement rather than a change in economic exposure.

No shares were bought or sold in the market, and there are no remaining derivative positions listed in this filing. Overall, the activity appears administrative and compensation-related, with limited informational value about Crain’s view of the stock.

Insider CRAIN CHRISTOPHER M
Role GENERAL COUNSEL
Type Security Shares Price Value
Grant/Award CLASS B COMMON STOCK 3,197 $0.00 --
Z CLASS B COMMON STOCK 3,197 $0.00 --
Holdings After Transaction: CLASS B COMMON STOCK — 3,197 shares (Direct, null); CLASS B COMMON STOCK — 52,328 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 3,197 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. 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.
Equity grant 3,197 shares Class B Common Stock grant under 2016 Incentive Award Plan
Trust deposit 3,197 shares Class B Common Stock deposited into HL Voting Trust
Voting Trust holdings 52,328 shares Class B Common Stock held by HL Voting Trust after transaction
Vesting schedule 4 annual installments Grant of 3,197 Class B shares vests over four years
Underlying shares 3,197 shares Underlying Class A Common Stock for each Class B transaction
Transaction price $0.00 per share Reported price for both Class B Common Stock transactions
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.
Class A Common Stock financial
"convertible into Class A Common Stock on a one-for-one basis at the option of the holder"
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 3,197 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan"
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"
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*
CRAIN CHRISTOPHER M
(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)
GENERAL COUNSEL
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)05/21/2026A3,197(2) (1) (1)CLASS A COMMON STOCK3,197$03,197D
CLASS B COMMON STOCK(1)05/21/2026Z3,197 (1) (1)CLASS A COMMON STOCK3,197$052,328I(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 May 21, 2026, the Issuer granted 3,197 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. 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:
/s/ J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain05/22/2026
** 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 insider transactions did Houlihan Lokey (HLI) report for Christopher M. Crain?

Houlihan Lokey reported that General Counsel Christopher M. Crain received a grant of 3,197 shares of Class B Common Stock and deposited 3,197 shares into the HL Voting Trust. Both transactions involved no cash price and represent compensation and organizational moves.

How many Houlihan Lokey Class B shares were granted to the General Counsel?

Christopher M. Crain was granted 3,197 shares of Houlihan Lokey Class B Common Stock. The grant was made under the company’s 2016 Incentive Award Plan and will vest in four equal annual installments following the grant date, aligning compensation with longer-term service.

How do the new Houlihan Lokey (HLI) shares granted to the General Counsel vest?

The 3,197 Class B Common Stock shares granted to the General Counsel vest in four equal annual installments after the grant date. This means 25% of the award becomes vested each year over four years, encouraging retention and long-term alignment with shareholders.

What is the HL Voting Trust mentioned in the Houlihan Lokey Form 4?

The HL Voting Trust is an entity where certain Class B Common Stock shares are deposited for voting purposes. After the reported transaction, 52,328 Class B shares are held in the Voting Trust, and Christopher M. Crain retains investment control and dispositive power over those deposited shares.

Were any Houlihan Lokey (HLI) shares bought or sold in the market in this Form 4?

No open-market purchases or sales were reported in this Form 4. The filing reflects an equity grant of 3,197 Class B shares to the General Counsel and a 3,197-share deposit into the HL Voting Trust, both at a stated price of $0.00 per share.

What is the relationship between Houlihan Lokey Class B and Class A Common Stock?

The filing notes that Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis. Conversion can occur at the option of the holder, upon any transfer, and automatically on the Final Conversion Date, and the Class B shares have no expiration date.