Houlihan Lokey, Inc. Files 8-K: Key Shareholder Updates on Common Stock Resale

Summary of Key Points

• Date of Report: February 25, 2026
• SEC Form: 8-K (Current Report)
• Issuer: Houlihan Lokey, Inc. (NYSE: HLI)
• Event: Filing of a prospectus supplement for potential resale of shares
• Legal Opinion: Latham & Watkins LLP provides opinion on Delaware law related to shares

Details of the Share Resale and Potential Share Price Impact

Houlihan Lokey, Inc. has filed an 8-K report in connection with a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933. This filing is highly relevant to shareholders and potential investors, as it concerns the possible resale of up to 32,421 shares of Class A common stock.

Breakdown of Shares to be Resold

• 4,009 shares of Class A common stock (to be issued upon conversion of an equal number of Class B common stock held by former members of Waller Helms Advisors LLC, or their successors). These Class B shares were issued on January 20, 2026, upon attainment of certain post-closing performance targets.
• 28,412 shares of Class A common stock (to be issued upon conversion of Class B common stock held by former members or successors of 7 Mile Advisors LLC, acquired by Houlihan Lokey in December 2023).
  • Of these, 1,109 shares were issued on January 27, 2026, after additional post-closing performance targets were met.
  • 27,303 shares were issued on December 26, 2025, upon conversion of a portion of convertible notes issued to the 7MA Sellers in connection with the acquisition.

Legal Opinion and Compliance

The report includes an exhibit from Latham & Watkins LLP, affirming that the shares to be resold have been duly authorized and, upon conversion, will be validly issued, fully paid, and nonassessable under Delaware law. The legal opinion also confirms that the company will comply with all notice requirements regarding uncertificated shares as stipulated by Delaware Corporation Law.

Shareholder Considerations

• Potential Dilution: The resale of these shares may lead to some dilution for current shareholders, as new shares are introduced into the market. Investors should consider the impact on the stock’s supply and potential price effects.
• Performance Targets: The issuance of these shares is tied to performance milestones related to prior acquisitions (Waller Helms Advisors LLC and 7 Mile Advisors LLC), highlighting the company’s ongoing integration and expansion efforts.
• Legal Certainty: The involvement of Latham & Watkins LLP and their confirmation of compliance with Delaware law provides assurance to shareholders regarding the legal standing of these shares.
• No Immediate Offering: The filing explicitly states this report does not constitute an offer to sell or solicitation to buy these securities in any state where such action would be unlawful prior to registration or qualification.

Other Noteworthy Points

• The company is not classified as an emerging growth company, which may affect the regulatory requirements and investor perception.
• Class A Common Stock is registered on the NYSE under the ticker symbol HLI.
• There are no written communications, soliciting materials, or pre-commencement tender offers associated with this filing.

Potential Share Price Sensitivity

The announcement of a potential resale of a significant amount of common stock (32,421 shares) could be a price-sensitive event. Shareholders should monitor trading volumes and price movements as these shares are made available for resale. The performance-based issuance of shares related to acquisitions indicates positive integration, but the increased float may create selling pressure or alter supply-demand dynamics in the short term.

Exhibits Filed

• Exhibit 5.1: Opinion of Latham & Watkins LLP regarding Delaware law issues for shares offered.
• Exhibit 23.1: Consent of Latham & Watkins LLP (included in Exhibit 5.1).
• Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document).

Conclusion

This 8-K filing by Houlihan Lokey, Inc. is significant for investors, as it signals the potential resale of shares related to recent acquisitions and performance milestones. The legal opinion and confirmation of compliance provide reassurance, but shareholders should be aware of possible dilution and monitor how the market reacts to these developments.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult with financial advisors before making any investment decisions. The information provided is based on Houlihan Lokey, Inc.’s SEC filings as of February 25, 2026, and may be subject to change or updates.

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