Adelson Scott Joseph 4

What Happened
Adelson Scott Joseph, CEO and director of Houlihan Lokey (HLI), was granted a total of 17,274 shares of Class B Common Stock as derivative awards on May 21, 2026 (13,952 time-based awards + 3,322 performance-based awards). The grants were recorded at $0.00 per share (no cash paid). On the same date, 17,274 shares were deposited into the HL Voting Trust (reported as a disposition from the reporting person into the trust). These are awards (transaction code A) and a deposit/withdrawal to a voting trust (code Z), not open-market purchases or sales.

Key Details

• Transaction date: May 21, 2026; filing date: May 22, 2026 (timely).
• Grants: 13,952 Class B shares (time-based); 3,322 performance Class B shares (contingent on revenue-growth goals). Both recorded at $0.00 per share (derivative awards).
• Vesting: Time-based awards vest in four equal annual installments. Performance shares vest in four equal annual installments only if performance targets are met; unmet targets lead to forfeiture of that installment.
• Voting trust: The reporting person is a trustee of the HL Voting Trust; the trustees share voting control over shares deposited into the trust. The filing notes the reporting person has a pecuniary interest and investment control over the deposited shares.
• Conversion note: Class B Common Stock is convertible into Class A Common Stock one-for-one at the holder’s option or automatically on defined conversion dates; Class B has no expiration.
• Shares owned after the transaction: not specified in the provided Form 4 details.

Context: These entries are grant and trust-deposit transactions (derivative awards placed into a voting trust), not sales or purchases. Time-based grants are standard compensation; performance shares are contingent and may be forfeited if goals aren’t met. The voting-trust deposit means voting is handled jointly by trustees rather than indicating a public market sale.