SCHEDULE: Houlihan Lokey Voting Trust Updates Ownership Stake

The HL Voting Trust and its key executives reported a net decrease of 565,622 Class B common shares, adjusting their beneficial ownership to 22.9% of Houlihan Lokey, Inc. as of August 26, 2025.

Summary

• HL Voting Trust and its trustees (Scott Joseph Adelson, Scott L Beiser, Irwin Gold) filed Amendment No. 29 to Schedule 13D for Houlihan Lokey, Inc.
• The amendment reflects a net decrease of 565,622 shares of Class B common stock in the HL Voting Trust between September 20, 2024, and August 26, 2025.
• The total beneficial ownership of the HL Voting Trust, including shares issuable upon vesting of restricted stock units, stands at 16,212,105 shares of Class B common stock, representing 22.9% of the total outstanding Class A and Class B common stock as of August 26, 2025.
• Key transactions contributing to the net decrease include the conversion and subsequent open market sale of 1,444,433 Class B shares, withholding of 769,461 shares for tax payments, and forfeiture of 191,753 shares due to employment terminations.
• Offsetting increases included the granting of 1,161,867 shares in new equity incentive awards and the issuance of 653,781 vested shares related to acquisitions.
• Individual trustees retain sole dispositive power over their directly owned shares within the trust: Mr. Adelson (878,921 shares), Mr. Beiser (808,413 shares), and Mr. Gold (1,078,196 shares).

Sentiment

Score: 5

Explanation: The filing details routine adjustments to insider ownership and the HL Voting Trust's holdings, including both grants of new equity awards and sales/forfeitures. The net decrease in the trust's stake is a factual change in control percentage, but not inherently positive or negative without further context on the company's strategy or performance.

Positives

• Issuance of 653,781 vested Class B shares in connection with acquisitions, indicating company growth or strategic activity.
• Granting of 1,161,867 shares of Class B common stock in new equity incentive awards, potentially aligning management and employee interests with company performance.

Negatives

• Net decrease of 565,622 shares of Class B common stock in the HL Voting Trust, reducing the collective control of the founding group.
• Conversion and subsequent open market sale of 1,444,433 shares of Class B common stock by trust members, which could be perceived as a reduction in long-term commitment or a diversification strategy.
• Withholding of 769,461 shares of Class B common stock for the payment of taxes, representing a reduction in shares held by trust members.
• Forfeiture of 191,753 shares of Class B common stock due to employment terminations, indicating some personnel turnover.

Future Outlook

NA

Management Comments

• 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.

Industry Context

This filing is specific to Houlihan Lokey's internal ownership structure and does not provide broader industry context. It reflects ongoing adjustments in insider holdings common in many publicly traded companies, particularly those with dual-class share structures or founding trusts.

Corporate Governance

Related Party Transactions

• Transactions involving Messrs. Adelson, Gold, and Beiser (key executives and trustees) acquiring equity awards, having shares withheld for taxes, converting Class B to Class A, and subsequently selling or donating shares.

Stakeholder Impact

• Shareholders: The decrease in the HL Voting Trust's beneficial ownership from previous filings slightly dilutes the collective voting power of the founding group, potentially increasing the relative influence of other shareholders over time, though the trust still holds a significant 22.9% voting stake.
• Employees: Forfeiture of 191,753 shares due to employment terminations indicates some employee turnover, while the granting of 1,161,867 shares in new equity incentive awards suggests ongoing efforts to incentivize and retain staff.

Key Dates

Keywords

Houlihan Lokey, HL Voting Trust, Schedule 13D, beneficial ownership, Class B common stock, equity awards, corporate governance, insider ownership, investment banking