HLI 8-K
Houlihan Lokey, Inc. (HLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On August 13, 2026, Houlihan Lokey, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the potential resale from time to time of (i) some or all of 255,422 shares of the Company’s Class A common stock issuable upon conversion of a like number of shares of the Company’s Class B common stock by the former members of Waller Helms Advisors LLC, an Illinois limited liability company, that the Company acquired in December 2024 (the “Waller Helms Acquisition”), or their pledgees, donees, transferees or other successors in interest (the “Waller Helms Sellers”), consisting of 255,422 shares of Class A common stock issuable upon the conversion of a like number of shares of the Company’s Class B common stock that were issued in December 2024 upon the closing of the Waller Helms Acquisition and on January 20, 2026 upon the attainment of certain post-closing performance targets, and (ii) some or all of 109,656 shares of the Company’s Class A common stock issuable upon conversion of a like number of shares of the Company’s Class B common stock by the former members (the “7MA Sellers”) of 7 Mile Advisors, LLC, a North Carolina limited liability company, that the Company acquired in December 2023 (the “7MA Acquisition”), or their pledgees, donees, transferees or other successors in interest, consisting of (a) 82,353 shares of Class A common stock issuable upon the conversion of a like number of shares of the Company’s Class B common stock that were issued on December 11, 2023 upon the closing of the 7MA Acquisition and on January 27, 2026 upon the attainment of additional post-closing performance targets and (b) 27,303 shares of Class A common stock issuable upon the conversion of a like number of shares of Class B common stock that were issued on December 26, 2025 upon the conversion of a portion of the convertible notes issued to the 7MA Sellers in connection with the 7MA Acquisition. All of the securities being registered for resale pursuant to such prospectus supplement were previously registered for resale under a prior Registration Statement on Form S-3 filed on August 11, 2023 (File No. 333-273952) and various related prospectus supplements. Such prior Registration Statement was replaced by the Registration Statement on Form S-3 filed by the Company on August 10, 2026 (File No. 333-298200).
The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Latham & Watkins LLP, regarding certain Delaware law issues concerning the shares of Class A common stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 13, 2026 | Houlihan Lokey, Inc. | |||||
| By: | /s/ J. Lindsey Alley | |||||
| Name: | J. Lindsey Alley | |||||
| Position: | Chief Financial Officer | |||||
Exhibit 5.1
| 10250 Constellation Blvd., Suite 1100 | ||||
| Los Angeles, California 90067 | ||||
| Tel: +1.424.653.5500 Fax: +1.424.653.5501 | ||||
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www.lw.com | |||
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FIRM / AFFILIATE OFFICES | ||||
| Austin | Milan | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Chicago | Paris | |||
| August 13, 2026 | Dubai | Riyadh | ||
| Düsseldorf | San Diego | |||
| Frankfurt | San Francisco | |||
| Hamburg | Seoul | |||
| Hong Kong | Silicon Valley | |||
| Houston | Singapore | |||
| London | Tel Aviv | |||
| Los Angeles | Tokyo | |||
| Madrid | Washington, D.C. | |||
Houlihan Lokey, Inc.
5th Floor
10250 Constellation Boulevard
Los Angeles, California 90067
| Re: | Registration Statement on Form S-3 (No. 333-298200); 365,078 shares of Class A Common Stock, par value $0.001 per share. |
To the addressees set forth above:
We have acted as special counsel to Houlihan Lokey, Inc., a Delaware corporation (the “Company”), in connection with the offering of 365,078 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) issuable upon conversion of an equal number of shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to be sold by certain selling stockholders as described in the Prospectus (as defined below). The offering and sale of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated August 10, 2026 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated August 13, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the sale of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
August 13, 2026
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (i) the Shares have been duly authorized by all necessary corporate action of the Company and, (ii) upon the conversion of the Class B Common Stock into Class A Common Stock in accordance with the Company’s Second Amended and Restated Certificate of Incorporation dated September 21, 2023, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K dated August 13, 2026 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
| /s/ Latham & Watkins LLP |