Form 4: Houlihan Lokey Co-Chairman Sells $1.38M in Stock

Irwin Gold, Co-Chairman of Houlihan Lokey, converted Class B shares to Class A and subsequently sold 6,811 Class A common shares for approximately $1.38 million.

Summary

• Irwin Gold, Co-Chairman, Director, and 10% Owner of Houlihan Lokey, Inc., executed a transaction on September 16, 2025.
• He converted 6,811 shares of Class B Common Stock into an equal number of Class A Common Stock.
• Immediately following the conversion, he sold all 6,811 Class A Common Stock shares.
• The shares were sold at a weighted average price of $202.75 per share.
• The total value of the sale amounted to approximately $1,380,223.25.
• The sale was conducted pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• Following these transactions, Irwin Gold directly holds 0 Class A shares, but indirectly beneficially owns 1,071,385 Class B shares through the HL Voting Trust.

Sentiment

Score: 4

Explanation: The sale of shares by a high-ranking insider, even if pre-planned, generally carries a negative sentiment as it suggests the insider believes the stock is adequately or over-valued. However, the amount sold is a small fraction of total indirect holdings, mitigating the severity slightly.

Positives

• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale rather than an immediate reaction to new information.
• The conversion of Class B to Class A stock provides liquidity for the insider.

Negatives

• An insider sale, particularly by a Co-Chairman and 10% owner, can be perceived as a negative signal by investors, suggesting a lack of confidence or a belief that the stock is fully valued.
• The direct beneficial ownership of Class A Common Stock by Irwin Gold is now 0 following the sale.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Irwin Gold is a trustee of the HL Voting Trust, which indirectly holds 1,071,385 Class B Common Stock shares. He has a pecuniary interest and investment control over these shares.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a negative signal, potentially leading to downward pressure on the stock price.

Key Dates

Recommendation

While insider selling can be a negative signal, this transaction was pre-planned under a 10b5-1 plan, suggesting it's not based on new, undisclosed negative information. The amount sold is also a small portion of the insider's total beneficial ownership. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor future developments rather than immediately selling based solely on this transaction.

Keywords

Houlihan Lokey, HLI, Insider Trading, Form 4, Stock Sale, Irwin Gold, Co-Chairman, Class A Common Stock, Class B Common Stock, 10b5-1 plan