HOULIHAN LOKEY, INC. 8-K

What Happened

• Houlihan Lokey, Inc. announced on December 30, 2025 that it entered into an Amended and Restated Voting Trust Agreement (A&R Voting Trust Agreement) replacing the prior voting trust arrangements governing certain Class B common stock and the named trustees. A Special Committee of disinterested directors reviewed the terms, received independent advice, and unanimously approved the A&R Voting Trust Agreement.

Key Details

• Date: A&R Voting Trust Agreement executed December 30, 2025; it amends the Voting Trust Agreement originally dated August 18, 2015 (with prior amendments).
• Termination rules: the trust will terminate on the earliest of (i) written agreement of the Company and the Trustees, (ii) 10 years after the “Final Conversion Date” (when all issued Class B shares automatically convert into Class A shares under the charter), or (iii) when the trust holds less than 5% of the Company’s outstanding common shares.
• Voting limit if trust remains large: if after the Final Conversion Date the trust holds more than 30% of outstanding common stock, any shares above that threshold (“Excess Shares”) must be voted by the trustees in the same proportion as votes cast by all other stockholders on any proposal.
• Share release and withdrawals: former employees not employed for at least 12 months may have shares released from the trust after the Final Conversion Date. The agreement also permits employee withdrawals in connection with certain pledging, hedging, monetization or similar transactions to the extent allowed by the Company’s insider trading policy.
• Filing: The A&R Voting Trust Agreement is filed as Exhibit 9.1 to the 8-K.

Why It Matters

• This filing changes the governance and voting mechanics for shares held in the trust, including clear limits on how long the trust can operate and how trustees must vote if the trust controls a large block of shares after conversion of Class B to Class A. For investors, the amendments affect future shareholder voting outcomes, potential concentration of voting power, and liquidity/transferability options for holders whose shares are in the trust. The Special Committee’s unanimous approval signals the board followed a review process given overlapping roles of trustees and board members.