Form 4: Houlihan Lokey Director Reports Stock Transaction
Statement of Changes in Beneficial Ownership
Irwin Gold, a Director and 10% Owner of Houlihan Lokey, Inc., reported a transaction involving Class B Common Stock and Class A Common Stock.
Summary
- Irwin Gold, a Director and significant shareholder (10% owner) of Houlihan Lokey, Inc. (HLI), filed a Form 4 detailing a transaction on May 15, 2026.
- The transaction involved 4,619 shares of Class B Common Stock, which were withheld to cover taxes upon the vesting of existing awards under the company's 2016 Incentive Award Plan.
- Following this transaction, Gold beneficially owns 1,061,766 shares of Class A Common Stock, held indirectly through the HL Voting Trust.
- Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the holder's option or automatically upon a 'Final Conversion Date'.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it reports a standard tax-related stock transaction by an insider rather than a strategic business development or financial performance update.
Positives
- The transaction reflects the vesting of awards and tax settlement, a normal part of executive compensation and equity plans.
- Irwin Gold continues to hold a significant beneficial ownership of 1,061,766 shares of Class A Common Stock, indicating continued investment in the company.
Negatives
- 4,619 shares of Class B Common Stock were used to cover tax obligations, representing a reduction in the number of shares held directly by the reporting person before tax withholding.
Risks
- The Class B Common Stock is convertible into Class A Common Stock, and the timing of this conversion could impact the overall share structure and ownership percentages.
- The filing mentions a 'Final Conversion Date' for Class B shares, the specifics of which are defined in the company's S-1 registration statement, implying potential future changes in share class distribution.
Future Outlook
The filing does not contain forward-looking statements or guidance. It solely reports a past transaction.
Industry Context
StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions and are crucial for understanding the actions of company insiders, including directors and major shareholders, which can provide insights into their confidence in the company's prospects.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Beneficial Ownership Reporting | Irwin Gold, a Director and 10% Owner, reported changes in beneficial ownership of Houlihan Lokey, Inc. securities. | 05/15/2026 | Ensures transparency and compliance with SEC regulations regarding insider holdings. |
| Equity Award Vesting and Tax Settlement | Shares of Class B Common Stock were withheld to cover taxes upon the vesting of existing awards under the Issuer's 2016 Incentive Award Plan. | 05/15/2026 | Standard procedure for equity compensation, impacting the net number of shares received by the reporting person. |
| HL Voting Trust | The reporting person is a trustee of the HL Voting Trust, which holds Class A Common Stock. Trustees have shared voting control. | N/A | Indicates a structure where voting control of a significant block of shares is managed collectively by trustees. |
Stakeholder Impact
- Shareholders: The transaction itself does not directly impact the company's value but provides transparency into insider holdings and compensation practices.
- Management/Employees: The filing relates to the compensation and equity awards of a key executive/director.
Next Steps
- The Class B Common Stock may be converted into Class A Common Stock at the option of the holder or automatically upon the Final Conversion Date.
Key Dates
| Date | Description |
|---|---|
| 05/15/2026 | Earliest transaction date reported in the filing. |
| 05/19/2026 | Date the Form 4 was signed by the reporting person's attorney-in-fact. |
Keywords
Form 4, SEC Filing, Houlihan Lokey, HLI, Insider Trading, Beneficial Ownership, Stock Transaction, Class B Common Stock, Class A Common Stock, Irwin Gold, Vesting, Tax Withholding, Voting Trust
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