[Form 4] Houlihan Lokey, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Houlihan Lokey (HLI) Form 4: Co-Chairman Paul Eric Siegert reported two related transactions dated 18 Jul 2025. He was granted 2,818 performance shares of Class B common stock at a price of $0 under the 2016 Incentive Award Plan. The shares convert to Class A on a 1-for-1 basis and vest in four equal annual instalments if stated revenue-growth goals are met; any tranche that misses the target is forfeited.

Immediately after the grant, the same 2,818 Class B shares were deposited into the HL Voting Trust (Code “Z”). Siegert retains full investment and dispositive power over the trust assets. Post-transaction ownership stands at 2,818 Class B shares held directly and 424,657 Class B shares held indirectly through the Voting Trust.

No shares were sold and no cash changed hands, indicating a routine incentive-compensation event with negligible impact on Houlihan Lokey’s share count or control structure.

Positive

• Performance-based share grant strengthens alignment between executive compensation and revenue growth targets.
• Centralised voting via HL Voting Trust may support consistent governance while the executive retains economic rights.

Negative

• Additional 2,818 shares marginally increase potential dilution, though impact is minimal.
• Vesting is contingent; unmet performance goals could lead to forfeiture, adding uncertainty to ultimate share count.

Insights

Securities Analyst

TL;DR: Small, performance-based grant to Co-Chairman; aligns incentives, adds immaterial shares, neutral for valuation and control.

The filing documents a 2,818-share Class B award to Paul Eric Siegert at no cost, vesting over four years contingent on revenue growth. The simultaneous deposit into the HL Voting Trust centralises voting power, yet Siegert maintains investment control. Total indirect Class B holdings rise to 424,657, while direct holdings start at 2,818. Given Houlihan Lokey’s multi-million-share float, the incremental issuance is immaterial. With no sales, no cash, and no change to senior leadership, the disclosure is best viewed as routine incentive alignment rather than a signal of fundamental change.

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

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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).

1. Name and Address of Reporting Person^*

SIEGERT PAUL ERIC

(Last) (First) (Middle)

C/O HOULIHAN LOKEY, INC.

10250 CONSTELLATION BLVD., 5TH FL.

(Street)

LOS ANGELES CA 900067

(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)
	CO-CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2025

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

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)	07/18/2025		A		2,818(2)		(1)	(1)	CLASS A COMMON STOCK	2,818	$0	2,818	D
CLASS B COMMON STOCK	(1)	07/18/2025		Z			2,818	(1)	(1)	CLASS A COMMON STOCK	2,818	$0	424,657	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. On July 18, 2025, the Issuer granted 2,818 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.

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 Paul Eric Siegert	07/21/2025
	** 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).
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FAQ

How many shares did HLI Co-Chairman Paul Eric Siegert acquire on July 18 2025?

He received 2,818 performance shares of Class B common stock.

What is the conversion ratio for Houlihan Lokey Class B to Class A shares?

Class B shares convert to Class A on a one-for-one basis with no expiration date.

What are the vesting conditions for the newly granted shares?

Shares vest in four equal annual instalments if specified revenue-growth targets are met; missed targets result in forfeiture.

How many Class B shares does Siegert now hold through the HL Voting Trust?

He holds 424,657 Class B shares indirectly via the Voting Trust.

Did the Form 4 report any cash transactions or share sales?

No; the transactions were equity grants and a trust deposit at a price of $0.