Carter Todd J 4

What Happened
Todd J. Carter, a director of Houlihan Lokey, had 13,707 shares (Class B common stock) disposed/withheld to cover taxes related to vested awards. The shares were valued at $150.35 each, for a total of about $2,060,847. This was a tax-withholding action (transaction code F), not an open-market sale.

Key Details

• Transaction date: 2026-05-15; Filing date: 2026-05-19 (filed on time within required reporting window).
• Shares withheld/disposed: 13,707 at $150.35 per share; aggregate value ≈ $2,060,847.
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F2: These shares were withheld to cover taxes upon the vesting of existing awards under the 2016 Incentive Award Plan.
  • F1: Class B common stock is convertible into Class A on a one-for-one basis (per the S-1).
  • F3: Some shares are held in the HL Voting Trust; the reporting person retains investment and dispositive power.
• Transaction type explanation: Code F indicates payment of tax liability via share withholding (not a market sale).

Context
Tax-withholding by an issuer is routine when equity awards vest and does not necessarily indicate the insider is selling shares into the market. This was a derivative/award-related withholding (cashless-type settlement) rather than a discretionary sale or purchase. The Class B shares involved are convertible to Class A on a one-for-one basis and some holdings reside in the HL Voting Trust while the director retains control.