11/09/2026 | Press release | Distributed by Public on 11/09/2026 19:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 11/05/2026 | A | 3,245(2) | (2) | (1) | Class A Common Stock | 3,245 | $ 0 | 3,245 | D | ||||
| Class B Common Stock | (1) | 11/05/2026 | A | 8,113(3) | (3) | (1) | Class A Common Stock | 8,113 | $ 0 | 8,113 | D | ||||
| Class B Common Stock | (1) | 11/05/2026 | A | 1,622(4) | (4) | (1) | Class A Common Stock | 1,622 | $ 0 | 1,622 | D | ||||
| Class B Common Stock | (1) | 11/05/2026 | Z | 12,980 | (1) | (1) | Class A Common Stock | 12,980 | $ 0 | 12,980 | I(5) | By HL Voting Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bhandari Prabha S C/O HOULIHAN LOKEY, INC. 10250 CONSTELLATION BLVD., 5TH FLOOR LOS ANGELES, CA 90067 |
See Remarks | |||
| /s/ Prabha S. Bhandari | 11/09/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Class B common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, upon any transfer and automatically upon the Final Conversion Date (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333-205610) concerning the Issuer's initial public offering). The Class B Common Stock has no expiration date. |
| (2) | On November 5, 2026, the Issuer granted 3,245 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030, subject to continued service. |
| (3) | On November 5, 2026, the Issuer granted 8,113 shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in two equal annual installments on May 15, 2027 and 2028, subject to continued service. |
| (4) | On November 5, 2026, the Issuer granted 1,622 performance shares of Class B Common Stock to the reporting person pursuant to its 2016 Incentive Award Plan, which vest in four equal annual installments on May 15, 2027, 2028, 2029, and 2030 if certain performance goals based upon revenue growth are achieved. If on vesting date such performance criteria are not achieved, the annual installment of shares will be forfeited. |
| (5) | Represents shares of Class B Common Stock deposited into the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust. |
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Remarks: CHIEF LEGAL OFFICER & SECRETARY |
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