Form 4: Houlihan Lokey Director Reports Stock Transaction

Houlihan Lokey Director Todd J. Carter reported a transaction involving Class B Common Stock, converting it to Class A Common Stock.

Summary

• Todd J. Carter, a Director at Houlihan Lokey, Inc. (HLI), reported a transaction on May 15, 2026.
• The transaction involved 13,707 shares of Class B Common Stock.
• These shares were converted into 13,707 shares of Class A Common Stock.
• The conversion price was $150.35 per share.
• Following the transaction, Mr. Carter beneficially owns 76,198 shares of Class A Common Stock.
• The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis.
• The conversion can occur at the holder's option upon transfer or automatically on the Final Conversion Date.
• The Class B Common Stock has no expiration date.
• The reported Class B shares were withheld to cover taxes upon the vesting of awards under the Issuer's 2016 Incentive Award Plan.
• The shares are held by the HL Voting Trust, but Mr. Carter retains investment control and dispositive power.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents a standard insider transaction without indicating significant positive or negative developments for the company.

Positives

• Director Todd J. Carter continues to hold a significant beneficial ownership of 76,198 shares of Class A Common Stock.
• The transaction represents a conversion of Class B to Class A stock, indicating a potential step towards liquidity or tax management for the director.
• The Class B stock's convertibility and the director's retained control over shares in the Voting Trust suggest ongoing engagement and alignment with the company's interests.

Negatives

• The withholding of shares to cover taxes upon vesting indicates a tax liability for the reporting person, which is a common but still a reduction in immediate shareholding.
• The transaction details are specific to a director's personal holdings and do not reflect company-wide financial performance or strategic shifts.

Risks

• The Class B Common Stock's automatic conversion upon the Final Conversion Date could lead to a significant shift in the capital structure if not managed proactively.
• The reliance on the HL Voting Trust for a portion of the shares introduces a layer of complexity in ownership and control that could be subject to trust terms and conditions.

Future Outlook

The filing does not contain forward-looking statements or guidance. The conversion of Class B to Class A stock is a specific event related to director holdings.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions and do not typically provide strategic insights. This filing indicates a routine conversion of stock by a director, common in companies with dual-class share structures or employee stock plans.

Stakeholder Impact

• Shareholders: The conversion of Class B to Class A stock does not immediately alter the total number of outstanding shares or the company's market capitalization, but it does change the form of ownership for the director.
• Director Todd J. Carter: The transaction facilitates tax management related to stock awards and converts holdings into a more standard common stock form.

Next Steps

• The Class B Common Stock may convert automatically upon the Final Conversion Date.
• The reporting person retains investment control and dispositive power over shares held in the HL Voting Trust.

Key Dates

Keywords

Houlihan Lokey, HLI, Form 4, Insider Trading, Stock Transaction, Beneficial Ownership, Class B Common Stock, Class A Common Stock, Todd J. Carter, Director, Vesting, Tax Withholding, Voting Trust