[SCHEDULE 13D/A] Houlihan Lokey, Inc. SEC Filing

Rhea-AI Filing Summary

Houlihan Lokey's Amendment No. 29 to Schedule 13D reports that the HL Voting Trust (with trustees Scott Adelson, Scott Beiser and Irwin Gold) controls voting power over 16,212,105 Class B shares, representing 22.9% of the company on an as-converted basis. The filing discloses a net decrease of 565,622 Class B shares in the trust between September 20, 2024 and August 26, 2025, driven by conversions to Class A shares (some sold or donated), forfeitures, tax-withholdings, equity awards issued and vested, repurchases, and other issuance activity. Individual trustees retain dispositive power only over the Class B shares each directly owns (Adelson: 878,921; Beiser: 808,413; Gold: 1,078,196), including specified unvested amounts. No other material contracts or arrangements with the issuer are reported.

Positive

• HL Voting Trust retains significant voting influence with 16,212,105 Class B shares representing 22.9% on an as-converted basis
• Trustees' roles remain unchanged; voting control is centralized while dispositive power is limited to each trustee's directly owned shares
• Disclosure is detailed on share movements (conversions, tax withholdings, awards, forfeitures), improving transparency for investors

Negative

• Net decrease of 565,622 Class B shares within the trust from 9/20/2024 to 8/26/2025 due to conversions, forfeitures, tax withholding and other issuances
• Conversions and open-market sales (including 1,444,433 converted then sold) reduced the trust's economic position via Class A share dispositions

Insights

Corporate Governance Expert

TL;DR: Voting control remains concentrated in the HL Voting Trust at 22.9%, with routine equity movements reducing trust holdings by 565,622 shares.

The filing documents governance mechanics: trustees retain voting control over the trust-held Class B shares while only retaining dispositive power over their individually owned shares. The amendment is largely administrative, reflecting conversions, withholding for taxes, forfeitures, equity awards and limited open-market sales or donations. For governance, the key point is persistence of centralized voting influence via the HL Voting Trust rather than any transfer of control or new arrangements with the issuer.

Securities/Capital-Structure Analyst

TL;DR: The net movement of 565,622 Class B shares is material in size but reflects expected equity plan and estate planning activity, not an activist or takeover event.

The amendment quantifies share flows affecting diluted ownership: conversions of Class B to A, tax withholdings on vestings, forfeitures, issuances for acquisitions and awards, and small repurchases. The reported 22.9% voting stake remains substantial for influence over corporate decisions; however the disclosed transactions appear transactional and administrative rather than strategic shifts in control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 29)

Houlihan Lokey, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

441593100

(CUSIP Number)

Christopher M. Crain, Esq.
General Counsel, 10250 Constellation Blvd., 5th Floor
Los Angeles, CA, 90067
(310) 553-8871

Steven B. Stokdyk, Esq.
Latham & Watkins LLP, 355 S. Grand Avenue
Los Angeles, CA, 90071
(213) 485-1234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 441593100

1

Name of reporting person

HL Voting Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,212,105.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,212,105.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2025. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. Based upon (i) 54,545,071 shares of Class A common stock, (ii) 15,774,041 shares of Class B common stock, and (iii) 438,064 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of August 26, 2025.

SCHEDULE 13D

CUSIP No. 441593100

1

Name of reporting person

Scott Joseph Adelson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,212,105.00
9	Sole Dispositive Power 878,921.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,212,105.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

OO, IN

Comment for Type of Reporting Person:

Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2025. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. Based upon (i) 54,545,071 shares of Class A common stock, (ii) 15,774,041 shares of Class B common stock, and (iii) 438,064 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of August 26, 2025.

SCHEDULE 13D

CUSIP No. 441593100

1

Name of reporting person

Scott L Beiser

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,212,105.00
9	Sole Dispositive Power 808,413.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,212,105.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

OO, IN

Comment for Type of Reporting Person:

Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2025. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. Based upon (i) 54,545,071 shares of Class A common stock, (ii) 15,774,041 shares of Class B common stock, and (iii) 438,064 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of August 26, 2025.

SCHEDULE 13D

CUSIP No. 441593100

1

Name of reporting person

Irwin Gold

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,212,105.00
9	Sole Dispositive Power 1,078,196.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,212,105.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

OO, IN

Comment for Type of Reporting Person:

Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2025. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. Based upon (i) 54,545,071 shares of Class A common stock, (ii) 15,774,041 shares of Class B common stock, and (iii) 438,064 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of August 26, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.001 per share
(b)	Name of Issuer: Houlihan Lokey, Inc.
(c)	Address of Issuer's Principal Executive Offices: 10250 Constellation Blvd., 5th Floor, Los Angeles, CALIFORNIA , 90067.
Item 1 Comment: This Amendment No. 29 to Schedule 13D (this "Amendment") is filed to amend the Schedule 13D (the "Initial Schedule") filed with the Securities and Exchange Commission (the "SEC") on August 28, 2015 by the HL Voting Trust (the "HL Voting Trust"), Scott L. Beiser, Irwin N. Gold and Robert H. Hotz, as subsequently amended on December 7, 2016 and refiled in its entirety on February 10, 2017, which was further amended on February 18, 2017, March 17, 2017, April 5, 2017, June 2, 2017, November 8, 2017, March 22, 2018, April 5, 2018, June 6, 2018, August 21, 2018, October 31, 2018, June 6, 2019, August 1, 2019, October 7, 2019, November 7, 2019, December 31, 2019, February 10, 2020, March 19, 2020, April 10, 2020, May 26, 2020, November 09, 2020, April 18, 2022, June 24, 2022, March 20, 2023, October 6, 2023, April 2, 2024, August 23, 2024 and September 20, 2024 (the Initial Schedule as amended, the "Schedule"). This Amendment is filed to reflect the decrease to outstanding ownership controlled by the HL Voting Trust. Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule is hereby amended and supplemented by the addition of the following: Since Amendment No. 28 filed on September 20, 2024 and through August 26, 2025, there was a net decrease of 565,622 shares of Class B common stock in the HL Voting Trust, due to (i) the conversion of 117,048 shares of Class B common stock and subsequent donation or estate planning transfer of the 117,048 shares of Class A common stock, (ii) the forfeiture of 191,753 shares of Class B common stock in connection with terminations of employment, (iii) the withholding of 769,461 shares of Class B common stock for the payment of taxes, (iv) the issuance of 653,781 vested shares of Class B common stock in connection with acquisitions, (v) the granting of 1,161,867 shares of Class B common stock in connection with new equity incentive awards, (vi) the issuance of restricted stock units convertible into 127,136 shares of Class B common stock, (vii) the repurchase of 3,405 shares of Class B common stock (viii) the issuance of 17,694 shares upon the vesting of fixed dollar awards and restricted stock units previously issued to employees, and (ix) the conversion of 1,444,433 shares of Class B common stock and subsequent sale of 1,444,433 of such shares of Class A common stock in the open market. Since Amendment No. 28 dated September 20, 2024 and through August 26, 2025, Mr. Adelson: (i) acquired 12,682 shares Class B common stock as equity awards; and (ii) had 14,043 shares of Class B common stock withheld by the Company for payment of taxes upon vesting of equity awards. These shares are included in the transactions described above in this Item 3. Since Amendment No. 28 dated September 20, 2024 and through August 26, 2025, Mr. Gold: (i) acquired 4,790 shares Class B common stock as equity awards; (ii) had 6,704 shares of Class B common stock withheld by the Company for payment of taxes upon vesting of equity awards; (iii) converted an aggregate of 10,000 shares of Class B common stock into Class A common stock and subsequently sold such shares of Class A common stock; and (iv) converted an aggregate of 10,000 shares of Class B common stock into Class A common stock and subsequently donated such shares of Class A common stock. These shares are included in the transactions described above in this Item 3. Since Amendment No. 28 dated September 20, 2024 and through August 26, 2025, Mr. Beiser: (i) acquired 5,777 shares Class B common stock as equity awards; (ii) had 7,881 shares of Class B common stock withheld by the Company for payment of taxes upon vesting of equity awards; (iii) converted an aggregate of 23,008 shares of Class B common stock into Class A common stock and subsequently sold such shares of Class A common stock; and (iv) converted an aggregate of 15,000 shares of Class B common stock into Class A common stock and subsequently donated such shares of Class A common stock. These shares are included in the transactions described above in this Item 3.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) and 5(b) are hereby amended and restated as set forth below. Item 5(c) is hereby updated by the information set forth above under Item 3. 5(a)-(b) The aggregate number and percentage of the class of securities of the Issuer and the voting and dispositive power of the Reporting Persons is set forth below: Reporting Person - HL Voting Trust Amount beneficially owned:- 16,212,105 (1) Percent of class:- 22.9% (2) Reporting Person - Scott Joseph Adelson Amount beneficially owned:- 16,212,105 (1) Percent of class:- 22.9% (2)(5) Reporting Person - Scott L Beiser Amount beneficially owned:- 16,212,105 (1) Percent of class:- 22.9% (2)(3) Reporting Person - Irwin Gold Amount beneficially owned:- 16,212,105 (1) Percent of class:- 22.9% (2)(4) (1) Pursuant to the HL Voting Trust Agreement, Messrs. Adelson, Beiser and Gold as Trustees have voting control over the shares held by the Voting Trust, but dispositive power over only those shares which each directly owns. Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2026. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. (2) Based upon (i) 54,545,071 shares of Class A common stock, (ii) 15,774,041 shares of Class B common stock, and (iii) 438,064 shares of Class B common stock issuable upon vesting of restricted stock units, each outstanding as of August 26, 2025. (3) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Beiser retains dispositive control over the 808,413 shares of Class B common stock he owns (the "Beiser Shares"), which represents a dispositive power beneficial ownership percentage of 1.5% of the Issuer's Class A common stock. The Beiser Shares include 26,029 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. (4) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Gold retains dispositive control over 1,078,196 shares of Class B common stock he owns (the "Gold Shares"), which represents a dispositive power beneficial ownership percentage of 1.9% of the Issuer's Class A common stock. The Gold Shares include 19,319 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. (5) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Adelson retains dispositive control over the 878,921 shares of Class B common stock he owns (the "Adelson Shares"), which represents a dispositive power beneficial ownership percentage of 1.6% of the Issuer's Class A common stock. The Adelson Shares include 39,905 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer.
(b)	Item 5(a) and 5(b) are hereby amended and restated as set forth below. Item 5(c) is hereby updated by the information set forth above under Item 3. 5(a)-(b) The aggregate number and percentage of the class of securities of the Issuer and the voting and dispositive power of the Reporting Persons is set forth below: Reporting Person - HL Voting Trust Sole Voting Power - 0 Shared Voting Power - 16,212,105 (1) Sole Dispositive Power - 0 Shared Dispositive Power - 0 Reporting Person - Scott Joseph Adelson Sole Voting Power - 0 Shared Voting Power - 16,212,105 (1) Sole Dispositive Power - 878,921 (4) Shared Dispositive Power - 0 Reporting Person - Scott L Beiser Sole Voting Power - 0 Shared Voting Power - 16,212,105 (1) Sole Dispositive Power - 808,413 (2) Shared Dispositive Power - 0 Reporting Person - Irwin Gold Sole Voting Power - 0 Shared Voting Power - 16,212,105 (1) Sole Dispositive Power - 1,078,196 (3) Shared Dispositive Power - 0 (1) Pursuant to the HL Voting Trust Agreement, Messrs. Adelson, Beiser and Gold as Trustees have voting control over the shares held by the Voting Trust, but dispositive power over only those shares which each directly owns. Based upon 16,212,105 shares of Class B common stock subject to the HL Voting Trust as of August 26, 2026. This amount includes 438,064 shares of Class B common stock issuable upon vesting of restricted stock units. (2) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Beiser retains dispositive control over the 808,413 shares of Class B common stock he owns (the "Beiser Shares"), which represents a dispositive power beneficial ownership percentage of 1.5% of the Issuer's Class A common stock. The Beiser Shares include 26,029 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. (3) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Gold retains dispositive control over 1,078,196 shares of Class B common stock he owns (the "Gold Shares"), which represents a dispositive power beneficial ownership percentage of 1.9% of the Issuer's Class A common stock. The Gold Shares include 19,319 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer. (4) Each HL Holder retains sole dispositive power over their shares deposited in the HL Voting Trust. As a result, Mr. Adelson retains dispositive control over the 878,921 shares of Class B common stock he owns (the "Adelson Shares"), which represents a dispositive power beneficial ownership percentage of 1.6% of the Issuer's Class A common stock. The Adelson Shares include 39,905 shares of unvested Class B common stock subject to vesting based on continued service with the Issuer.
(c)	Except as described in Item 3, Item 5, or elsewhere in this Schedule, no transactions in the shares reported in this Schedule were effected by the Reporting Persons during the past 60 days.
(d)	Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares beneficially owned by the Reporting Persons.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as otherwise set forth in this Schedule, there are no contracts, arrangements, understandings, or similar relationships existing with respect to the securities of the Issuer between the Issuer and the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Amendment to Schedule 13D filed September 24, 2024) 99.2 Power of Attorney of Scott L. Beiser (incorporated by reference to Exhibit 99.2 of Schedule 13D filed August 28, 2015) 99.3 Power of Attorney of Irwin N. Gold (incorporated by reference to Exhibit 99.3 of Schedule 13D filed August 28, 2015) 99.4 Power of Attorney of Scott J. Adelson (incorporated by reference to Exhibit 99.4 of the Amendment to Schedule 13D filed September 24, 2024)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HL Voting Trust

Signature:	/s/ J. Lindsey Alley
Name/Title:	J. Lindsey Alley, Attorney-in-Fact for Scott L Beiser, Trustee
Date:	08/28/2025

Signature:	/s/ J. Lindsey Alley
Name/Title:	J. Lindsey Alley, Attorney-in-Fact for Irwin Gold, Trustee
Date:	08/28/2025

Signature:	/s/ J. Lindsey Alley
Name/Title:	J. Lindsey Alley, Attorney-in-Fact for Scott Joseph Adelson, Trustee
Date:	08/28/2025

Scott Joseph Adelson

Signature:	/s/ J. Lindsey Alley
Name/Title:	Attorney-in-Fact for Scott Joseph Adelson
Date:	08/28/2025

Scott L Beiser

Signature:	/s/ J. Lindsey Alley
Name/Title:	Attorney-in-Fact for Scott L Beiser
Date:	08/28/2025

Irwin Gold

Signature:	/s/ J. Lindsey Alley
Name/Title:	Attorney-in-Fact for Irwin Gold
Date:	08/28/2025

FAQ

What percentage of Houlihan Lokey (HLI) does the HL Voting Trust control?

The HL Voting Trust controls voting power over 16,212,105 Class B shares, representing 22.9% on an as-converted basis as of August 26, 2025.

What caused the net decrease of 565,622 Class B shares in the HL Voting Trust?

The filing attributes the net decrease to conversions to Class A shares (some sold or donated), forfeitures, tax withholdings on vested awards, issuances for acquisitions and awards, limited repurchases, and vesting of restricted awards.

How many Class B shares does each trustee retain dispositive power over?

Reported dispositive holdings are: Scott Adelson 878,921, Scott Beiser 808,413, and Irwin Gold 1,078,196 Class B shares (including disclosed unvested amounts).

Did the amendment report any new contracts or arrangements with Houlihan Lokey?

No. Item 6 states there are no contracts, arrangements or understandings with respect to the issuer except as set forth in the Schedule.

Were there any recent sales of shares by the HL Voting Trust trustees?

Yes. The filing notes certain conversions of Class B to Class A shares followed by open-market sales and donations, including conversion and sale of 1,444,433 Class B shares.