UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On February 25, 2026, Houlihan Lokey, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the possible resale of (i) up to 4,009 shares of the Company’s Class A common stock issuable upon conversion of an equal number of shares of the Company’s Class B common stock by the former members of Waller Helms Advisors LLC, an Illinois limited liability company, or their pledgees, donees, transferees or other successors in interest, which shares of Class B common stock were issued on January 20, 2026 upon the attainment of certain post-closing performance targets, and (ii) some or all of 28,412 shares of our Class A common stock issuable upon conversion of a like number of shares of our Class B common stock by the former members (the “7MA Sellers”) of 7 Mile Advisors, LLC, a North Carolina limited liability company, that we acquired in December 2023 (the “7MA Acquisition”), or their pledgees, donees, transferees or other successors in interest, consisting of (a) 1,109 shares of Class A common stock issuable upon the conversion of a like number of shares of our Class B common stock that were issued on January 27, 2026 upon the attainment of additional post-closing performance targets and (b) 27,303 shares of Class A common stock issuable upon the conversion of a like number of shares of Class B common stock that were issued on December 26, 2025 upon the conversion of a portion of the convertible notes issued to the 7MA Sellers in connection with the 7MA Acquisition. The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning the shares of Class A common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 25, 2026 | Houlihan Lokey, Inc. | |||||
| By: | /s/ J. Lindsey Alley | |||||
| Name: | J. Lindsey Alley | |||||
| Position: | Chief Financial Officer | |||||