Houlihan Lokey, Inc. filed a current report on Form 8-K on August 13, 2026, disclosing the simultaneous filing of a prospectus supplement covering the potential resale of shares tied to two prior acquisitions.

Key Highlights

  • Waller Helms shares: Up to 255,422 shares of Class A common stock issuable upon conversion of a like number of Class B shares, originally issued in connection with the December 2024 acquisition of Waller Helms Advisors LLC.
  • 7 Mile Advisors shares: Up to 109,656 shares of Class A common stock issuable upon conversion of Class B shares tied to the December 2023 acquisition of 7 Mile Advisors, LLC.
  • Performance targets: A portion of the Waller Helms shares was issued on January 20, 2026 upon the attainment of certain post-closing performance targets, according to the filing.
  • Convertible notes conversion: 27,303 of the 7MA shares arose from the December 26, 2025 conversion of a portion of convertible notes issued to the 7MA Sellers in connection with that acquisition.
  • New registration statement: The securities were previously registered under File No. 333-273952, which the filing states was replaced by a new Form S-3 filed August 10, 2026 (File No. 333-298200).
  • Legal opinion attached: The company filed an opinion from Latham & Watkins LLP as Exhibit 5.1, addressing certain Delaware law issues concerning the shares.

Houlihan Lokey Registers Acquisition-Linked Shares for Potential Resale

Houlihan Lokey, Inc. (NYSE:HLI), a global independent investment bank headquartered in Los Angeles, California, disclosed on August 13, 2026 that it filed a prospectus supplement under Rule 424(b) of the Securities Act of 1933. The supplement relates to the potential resale of Class A common stock issuable upon conversion of Class B common stock that was issued as consideration in two separate advisory firm acquisitions.

The first group of shares, totaling 255,422, is associated with the Waller Helms Acquisition completed in December 2024. Waller Helms Advisors LLC was an Illinois limited liability company. According to the filing, those shares were issued at the December 2024 closing and again on January 20, 2026 upon the attainment of certain post-closing performance targets. The selling stockholders in this group include the former members of Waller Helms Advisors LLC, as well as their pledgees, donees, transferees, or other successors in interest.

The second group covers 109,656 shares linked to the 7MA Acquisition, in which the company acquired 7 Mile Advisors, LLC, a North Carolina limited liability company, in December 2023. Of those shares, 82,353 were issued at the December 11, 2023 closing and upon the attainment of additional post-closing performance targets on January 27, 2026. The remaining 27,303 shares were issued on December 26, 2025 following the conversion of a portion of convertible notes that had been issued to the 7MA Sellers in connection with the original acquisition. The filing notes that all securities covered by the prospectus supplement were previously registered under a prior Form S-3 (File No. 333-273952), which has now been replaced by the registration statement filed August 10, 2026 (File No. 333-298200).

What Was Disclosed

Houlihan Lokey reported the filing of a prospectus supplement enabling the potential resale of a combined 365,078 shares of Class A common stock issuable from Class B conversions tied to the Waller Helms and 7 Mile Advisors acquisitions, under an updated Form S-3 registration statement.