ALLEY J LINDSEY 4

What Happened

• Alley J. Lindsey, Chief Financial Officer of Houlihan Lokey (HLI), was granted two awards on 2026-05-21: 3,778 shares of Class B common stock (time‑vested award) and 3,322 performance shares (total 7,100 shares). Both awards are reported as derivative acquisitions at $0.00 (grant awards). The same 7,100 Class B shares were deposited into the HL Voting Trust the same day (reported as a deposit/withdrawal, code Z).
• The 3,778 shares vest in four equal annual installments. The 3,322 performance shares vest in four equal annual installments only if specified revenue‑growth performance goals are met; any unmet annual installment will be forfeited. Class B shares convert one‑for‑one into Class A common stock (no expiration).

Key Details

• Transaction date(s): 2026-05-21; Form 4 filed 2026-05-22 (appears timely under the two-business‑day Form 4 rule).
• Prices: reported acquisition price $0.00 (standard for grants); no market value provided in the filing.
• Holdings after transaction: the filing does not disclose the total shares owned by the reporting person after these transactions.
• Footnotes: F1 (Class B convertible to Class A one‑for‑one), F2 (time‑vested 3,778 shares), F3 (3,322 performance shares subject to revenue goals), F4 (shares were deposited into the HL Voting Trust; reporting person retains investment control and dispositive power).
• Deposit into Voting Trust is not a sale — Lindsey retains investment/dispositive control over the shares.

Context

• These were awards/grants (A) of derivative Class B stock, not open‑market purchases or sales; a $0 acquisition price is typical for stock grants. Performance shares may never vest if goals aren’t met, so the final number of shares that become owned can change.
• Depositing shares into a voting trust is an administrative move for governance/voting purposes and does not necessarily indicate a change in economic exposure. The filing appears timely and contains no indication of a sale or other disposition aside from the trust deposit.