Houlihan Lokey insider uses shares to cover taxes

Houlihan Lokey director and co-chairman Irwin Gold, as trustee of the HL Voting Trust, reported a tax-related share disposition.

Rhea-AI Filing Summary

Houlihan Lokey director and co-chairman Irwin Gold, as trustee of the HL Voting Trust, reported a tax-related share disposition. The trust had 4,619 shares of Class B common stock withheld at $150.35 per share to cover taxes on vesting awards under the 2016 Incentive Award Plan.

Following this tax-withholding disposition, the HL Voting Trust holds 1,061,766 shares of Class B common stock, which are convertible into Class A common stock on a one-for-one basis and have no expiration date.

Insider Trade Summary

Exercise Price or Tax Liability: 4,619 shares

Exercise Price or Tax Liability 1 txn

Insider GOLD IRWIN

Role CO-CHAIRMAN

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	CLASS B COMMON STOCK	4,619	$150.35	$694K

Holdings After Transaction: CLASS B COMMON STOCK — 1,061,766 contracts (Indirect, BY HL VOTING TRUST)

Footnotes (3)

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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan.
3. F3. 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

Tax-withheld shares: 4,619 shares Withholding price: $150.35 per share Shares after transaction: 1,061,766 shares +1 more

4 metrics

Tax-withheld shares 4,619 shares Class B common stock withheld to cover taxes on vesting

Withholding price $150.35 per share Value used for tax-withholding disposition

Shares after transaction 1,061,766 shares Class B common stock held by HL Voting Trust following transaction

Conversion ratio 1:1 Class B common stock convertible into Class A common stock

Key Terms

tax-withholding disposition, HL Voting Trust, Class B Common Stock, 2016 Incentive Award Plan, +1 more

5 terms

tax-withholding disposition financial

"Represents shares withheld to cover taxes upon the vesting of existing awards"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

HL Voting Trust financial

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

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.

2016 Incentive Award Plan financial

"existing awards under the Issuer's 2016 Incentive Award Plan"

pecuniary interest financial

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

FAQ

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

What did Houlihan Lokey (HLI) insider Irwin Gold report in this Form 4?

Irwin Gold reported a tax-withholding disposition of 4,619 shares of Houlihan Lokey Class B common stock. The shares were withheld to cover taxes upon vesting of awards under the 2016 Incentive Award Plan, not sold in the open market.

How many Houlihan Lokey shares were withheld for taxes in this filing?

The filing shows 4,619 shares of Class B common stock were withheld to satisfy tax obligations. These shares relate to the vesting of existing awards granted under Houlihan Lokey’s 2016 Incentive Award Plan and are treated as a tax payment in shares.

What is Irwin Gold’s indirect ownership after this Houlihan Lokey Form 4?

After the tax-withholding transaction, the HL Voting Trust holds 1,061,766 shares of Class B common stock. Irwin Gold is a trustee of the HL Voting Trust and has a pecuniary interest in and investment control over the shares reported in the filing.

How are Houlihan Lokey Class B shares treated relative to Class A shares?

Houlihan Lokey’s 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 on the Final Conversion Date; the Class B shares have no expiration date.

Was this Houlihan Lokey insider transaction a market sale of shares?

No. The Form 4 describes a tax-withholding disposition, coded "F", where shares were delivered to cover tax liabilities. The filing states the 4,619 shares were withheld upon vesting of awards, rather than sold through an open-market transaction.

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

The HL Voting Trust is an entity whose trustees share voting control over deposited shares. The filing notes Irwin Gold is a trustee and has a pecuniary interest in, and investment control over, the Houlihan Lokey shares reported as held by the Voting Trust.

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

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Accepted by SEC EDGAR 05/19/2026 - 04:32 PM Learn about SEC filing dates

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^*

GOLD IRWIN

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CO-CHAIRMAN

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)	05/15/2026		F			4,619(2)	(1)	(1)	CLASS A COMMON STOCK	4,619	$150.35	1,061,766	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. Represents shares withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan.

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	05/19/2026
	** 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)