Business Context and Reporting Period
Company: Houlihan Lokey, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 25, 2026
Event: Filing of a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933 regarding the potential resale of Class A common stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on securities registration and equity conversion details.
Material Changes and Equity Details
The filing details the potential resale of Class A common stock issuable upon conversion of Class B common stock held by former members of acquired entities:
- Waller Helms Advisors LLC: Up to 4,009 shares of Class A common stock issuable upon conversion of Class B shares issued on January 20, 2026, following the attainment of post-closing performance targets.
- 7 Mile Advisors, LLC (7MA Sellers): Up to 28,412 shares of Class A common stock issuable upon conversion of Class B shares. This includes:
- 1,109 shares issued on January 27, 2026, upon attainment of additional post-closing performance targets.
- 27,303 shares issued on December 26, 2025, upon conversion of a portion of convertible notes issued in connection with the 7MA Acquisition (completed in December 2023).
Guidance, Outlook, and Risks
Management Commentary: The Company filed an opinion of counsel (Latham & Watkins LLP) regarding Delaware law issues concerning the shares. The report explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities in any state where such action would be unlawful prior to registration or qualification.
Risks and Contingencies: The filing notes standard securities law restrictions regarding the sale of these shares in jurisdictions where registration or qualification has not occurred.
Investor Verification Checklist
- Verify the total number of shares eligible for resale (4,009 from Waller Helms and 28,412 from 7MA Sellers).
- Confirm the status of the post-closing performance targets that triggered the issuance of Class B shares on January 20, 2026, and January 27, 2026.
- Review the accompanying prospectus supplement for specific terms regarding the resale of these securities.
- Check for any subsequent filings regarding the actual sale or conversion of these shares.