Houlihan Lokey (NYSE: HLI) insider reports Class B share conversion and sale

Rhea-AI Filing Summary

Houlihan Lokey, Inc. reported an insider transaction by its General Counsel, Christopher M. Crain. On 01/02/2026, Crain converted 500 shares of Class B common stock into 500 shares of Class A common stock at an exercise price of $0, then sold those 500 Class A shares at $174.17 per share, leaving no Class A shares held directly.

The filing notes that Class B common stock is convertible into Class A on a one-for-one basis and has no expiration date. After the reported transactions, Crain had 51,738 shares of Class B common stock indirectly beneficially owned through the HL Voting Trust, over which he retains investment control and dispositive power. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 18, 2024.

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

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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).

X

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		C(1)		500	A	$0	500	D
CLASS A COMMON STOCK	01/02/2026		S(2)		500	D	$174.17	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)	01/02/2026		C			500	(1)	(1)	CLASS A COMMON STOCK	500	$0	0	D
CLASS B COMMON STOCK	(1)							(1)	(1)	CLASS A COMMON STOCK	51,738		51,738	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

3. The shares are held by 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. Crain	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Houlihan Lokey (HLI) disclose for its General Counsel?

The General Counsel, Christopher M. Crain, reported converting 500 shares of Class B common stock into 500 shares of Class A common stock and then selling those 500 Class A shares at $174.17 per share on 01/02/2026.

How many Houlihan Lokey (HLI) shares did the insider sell and at what price?

Crain sold 500 shares of Houlihan Lokey Class A common stock at a price of $174.17 per share, following a same-day conversion from Class B shares.

Was the Houlihan Lokey (HLI) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

What is the conversion feature of Houlihan Lokey (HLI) Class B common stock?

The filing explains that 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. The Class B stock has no expiration date.

How many Houlihan Lokey (HLI) shares does the insider still beneficially own after the transaction?

After the reported transactions, the insider had 51,738 shares of Class B common stock indirectly beneficially owned through the HL Voting Trust, over which he retains investment control and dispositive power.

Does the Houlihan Lokey (HLI) insider still directly own Class A common stock after the sale?

No. Following the conversion and sale of 500 Class A shares, the table shows 0 shares of Class A common stock directly owned by the reporting person.