BEISER SCOTT L 4

What Happened
Scott L. Beiser, a 10% owner of Houlihan Lokey, had 6,497 shares (derivative Class B common stock) withheld/disposed to cover tax liabilities related to vested awards. The shares were valued at $150.35 each for a total of $976,824. The transaction is reported as code "F" (payment of exercise price or tax liability).

Key Details

• Transaction date: 2026-05-15; Filing date: 2026-05-19 (filed 4 days after the transaction — appears late relative to the two-business-day Form 4 deadline).
• Shares involved: 6,497 shares disposed/withheld. Price per share: $150.35. Total value: $976,824.
• Security type: Class B Common Stock (derivative); footnote indicates Class B is convertible to Class A on a one-for-one basis.
• Footnotes of note:
  • F2: Shares were withheld to cover taxes upon vesting of existing awards under the Issuer’s 2016 Incentive Award Plan.
  • F1: Class B common stock converts to Class A one-for-one; Class B has no expiration date.
  • F3: Beiser is a trustee of the HL Voting Trust, with shared voting control and a pecuniary interest in the shares reported.
• Post-transaction shares owned: not specified in the provided filing details.

Context
This was a tax-withholding disposition of vested award shares (transaction code F), not an open-market sale indicating a directional bet. As a 10% owner and trustee of a voting trust, Beiser’s filing reflects institutional/insider plan mechanics (withholding to meet tax obligations) rather than a discretionary sale. Late filing reduces timeliness of public disclosure but does not by itself indicate improper trading.