Business Context and Reporting Period
Company: Houlihan Lokey, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 30, 2025
Principal Event: Entry into a Material Definitive Agreement (Amended and Restated Voting Trust Agreement).
Key Financial Metrics
This filing is a current report regarding a corporate governance agreement and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Company entered into an Amended and Restated Voting Trust Agreement (A&R Voting Trust Agreement) on December 30, 2025, replacing the original agreement dated August 18, 2015. Key changes include:
- Termination Provisions: The agreement now terminates on the earliest of: (i) written agreement by the Company and Trustees; (ii) 10 years after the "Final Conversion Date" (when all Class B stock converts to Class A); or (iii) when the trust holds less than 5% of total outstanding common stock.
- Voting Restrictions on Excess Shares: If the trust holds more than 30% of total outstanding shares after the Final Conversion Date, Trustees must vote these "Excess Shares" in the same proportion as all other stockholders.
- Share Release for Former Employees: Former employees not employed for at least 12 months may have shares released from the trust after the Final Conversion Date.
- Expanded Withdrawal Rights: Employees may now withdraw shares for pledging, hedging, monetization, or similar transactions permitted by the insider trading policy.
Guidance, Outlook, and Governance
Management Commentary and Approval: Due to potential conflicts of interest involving Board members who are also Trustees or hold Class B stock, a Special Committee of "disinterested directors" was established. This committee reviewed the agreement, received advice from independent advisors, and unanimously approved the execution of the A&R Voting Trust Agreement.
Risks and Contingencies: The filing does not disclose new financial risks or contingencies beyond the structural changes to the voting trust. The description of the agreement is qualified by reference to the full text filed as Exhibit 9.1.
Investor Verification Checklist
- Review the full text of the Amended and Restated Voting Trust Agreement (Exhibit 9.1) for specific definitions of "Final Conversion Date" and "Excess Shares."
- Verify the current percentage of Class B common stock held in the trust relative to total outstanding shares to assess the likelihood of the 30% voting restriction trigger.
- Confirm the timeline for the automatic conversion of Class B stock to Class A stock as defined in the Company's charter.
- Check subsequent filings for any updates on the status of the trust or further amendments to the insider trading policy regarding share withdrawals.