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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| 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 | |||||